Common use of Restrictions Clause in Contracts

Restrictions. Each Subscriber understands that: (i) The sale or resale of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Restrictions. Each Subscriber understands thatThe holder of this Option, by acceptance hereof, represents and warrants as follows: (ia) This Option and the right to purchase common stock hereunder is personal to the holder and shall not be transferred to any other person. The Option may not be pledged or otherwise hypothecated. (b) The sale or holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the exercise of the Option and resale of all or any portion of the Securities has Option and the Common Shares have not been and is not being registered under the Securities Act or any applicable state securities lawsstatutes and must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available; except as set forth herein, the Corporation is under no obligation to register the Option or the Common Shares under the Securities Act or the applicable state statutes; in the absence of such registration, (i) the sale of the Option or the Common Shares may be practicably impossible, and all (ii) the Corporation's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer of the Option and the Common Shares and any portion certificate issued upon exercise of the Option representing the Common Shares will bear on its face a legend in substantially the following form restricting the sale of the Common Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (c) In the absence of registration, prior to two years from the date the Option has been exercised and the Common Shares fully paid for, the Corporation may refuse to transfer the Common Shares unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Corporation or a "no action" letter or interpretive response from the staff of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, Exchange Commission to the effect that the transfer is proper; further, unless such opinion letter or response states that the Common Shares are free of any restrictions under the Securities Act, the Corporation may refuse to be sold or transferred transfer the Common Shares to any transferee who does not furnish in writing to the Corporation the same representations and agree to the same conditions with respect to such Common Shares as are set forth herein. Notwithstanding any of the foregoing, the Corporation may be sold or transferred pursuant refuse to an exemption from such registration;transfer the Common Shares if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (Cd) In the Securities are sold or transferred absence of registration, after two years but prior to an “affiliate” (as defined in Rule 144) of three years from the Subscriber who agrees date the Option has been exercised and the Common Shares fully paid for, the Corporation may refuse to sell or otherwise transfer the Securities only Common Shares unless the holder either (i) meets the requirements of Subparagraph (b) above; or (ii) sells such Common Shares in accordance with Rule 144 and furnishes to the Corporation written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the holder of such Common Shares and the securities broker-dealer to or through which such Common Shares are being sold. No opinion of counsel for the holder of the Common Shares shall be required respecting sales in reliance on Rule 144 pursuant to Clause (ii) of this Section 5(aSubparagraph (d). (e) In the absence of registration, after three years from the date of the Option has been exercised and the Common Shares fully paid for, the Corporation shall, upon the written request of any persons who have held the Common Shares for three years (excluding any tolling period provided for by Rule 144) and who is not, and has not been during the preceding three months, an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost affiliate of the CompanyCorporation, a customary opinion re-issue to such holder in such names and denominations as the holder shall request, one or more certificates for the Common Shares without any restriction whatsoever on their further transfer and cancel any and all stop transfer instructions regarding such Common Shares on the books and records of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementCorporation.

Restrictions. Each Subscriber understands that: (a) Other than sales, transfers, or other dispositions (v) pursuant to the Series A Certificate of Designations, (w) pursuant to the Series B Certificate of Designations, (x) from one Investor to another Investor (provided that such Investor is a signatory to this Agreement or has executed, at the time of such sale, transfer or other disposition, a joinder in which it shall agree to be bound by the provisions of this Agreement to the same extent as the Investors signatory hereto (a "Permitted Transferee"), (y) of the Additional Shares by the Persons holding such Additional Shares or (z) of Voting Securities registered in accordance with Section 2.2(a) of the Registration Rights Agreement (only if such registration includes a registration of Voting Securities Beneficially Owned by the Goldman Investors), none of the Investors or their respective Affiliates, directly or indirectly, may sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities (including any Acquisition Shares) for a period of eighteen months after the Closing Date. During the period commencing eighteen months from the Closing Date, the Investors, directly or indirectly, may only sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities (i) The sale to another Investor (provided that such Investor is a signatory to this Agreement or resale of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Companyexecuted, at the cost time of the Companysuch sale, transfer or other disposition, a customary opinion joinder in which it shall agree to be bound by the provisions of counsel that shall be in form, substance and scope reasonably acceptable this Agreement to the Companysame extent as the Investors signatory hereto), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (Cii) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S 144 under the Securities Act (including the volume and manner-of-sale limitations of Rule 144 regardless of whether such limitations are applicable) and otherwise subject to compliance with the Securities Act, (iii) in a registered public offering, (iv) in a transaction exempt from the registration requirements of the Securities Act in a manner calculated to achieve a Broad Distribution, (v) in a Third Party Offer if and to the extent permitted under Section 3.03 or (vi) which are Additional Shares. (b) Notwithstanding anything to the contrary in this Agreement, none of the Investors or their Affiliates may, directly or indirectly, acquire, sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities if such acquisition, sale, transfer or other disposition would result in a successor rule); anddefault or acceleration of amounts outstanding under the Debt Instruments, in each caseunless prior to the consummation of such acquisition, sale, transfer or other disposition, any required consents under the Subscriber Debt Instruments to effect such acquisition, sale, transfer or disposition shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementbeen obtained.

Restrictions. Each Subscriber understands that7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (ia) The sale they will not at any time hereafter make use of or resale of all disclose or divulge to any portion person other than to officers or employees of the Securities has not been Group and/or PACT and companies within the PACT group companies whose province it is not being registered under to know the Securities Act same or any applicable state securities laws, and all or any portion for the purposes of carrying on the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a customary opinion court of counsel competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in form, substance competition within Greater China and scope reasonably acceptable to the Company, to USA with the effect that Business of the Securities to be sold Company or transferred may be sold or transferred pursuant to an exemption from such registrationits subsidiaries as carried on at the Completion Date; (Cb) solicit or entice or endeavor to solicit or entice away from the Securities are sold Company or transferred to an “affiliate” (as defined in Rule 144) its subsidiaries, any employee, officer, manager or consultant of the Subscriber who agrees to sell Company or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144its subsidiaries; or (Ec) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the Securities are sold direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to Regulation S under the Securities Act ESA (or a successor ruleand any subsequent such agreement); and, in each case, or (e) the Subscriber shall have delivered to Company and its subsidiaries carrying on the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementBusiness.

Restrictions. Each Subscriber understands thatHolder agrees not to sell or transfer in any manner ------------ any of such Holder's Shares or any right or interest therein except as provided below in this Section: (a) No Holder may transfer or otherwise dispose of its Shares without the prior approval of the Board, which shall not be withheld as long as the requirements of this Section 6 have been satisfied. (b) For a period of three (3) years after the effective date of the incorporation of LAK, such Holder may transfer or otherwise dispose of its Shares only if a Holder or Holders of a majority of Shares owned by all of other Holders approve in advance in writing such transfer or disposition. (c) After three (3) years from the effective date of the incorporation of LAK, (i) The A Holder which wishes to transfer its Shares shall first give written notice ("Notice") to all of the other Holders stating its bona fide intention to transfer, the name of the proposed transferee, the number of offered Shares and the price, terms and conditions of the proposed sale or resale of all or any transfer. (ii) Each other, non-offering Holder shall have the right to purchase that portion of the Securities has Shares offered as the total number of Shares then owned by such Holder bears to the total number of Shares then owned by all of the non-offering Holders. Such right shall be exercisable by written notice to the offering Holder not been later than thirty (30) days after delivery of the Notice. The price and terms for the non-offering Holders shall be the price and terms stated in the Notice. (iii) If all of the non-offering Holders do not exercise their rights described in paragraph (ii) of Section 6.1(c), the offering Holder shall so notify in writing ("Second Notice") each Holder which exercised its right under paragraph (ii) of Section 6.1(c), and each such Holder shall have the right to purchase all of the remaining Shares offered, which right shall be exercisable by written notice to the offering Holder within ten (10) days after delivery of the Second Notice. If more than one Holder elects to purchase such remaining Shares, each Holder who wishes to purchase such remaining Shares shall be entitled to purchase that portion of such remaining Shares as the total number of Shares then owned by such Holder bears to the total number of Shares then owned by all Holders who wish to purchase such remaining Shares. (d) The Shares not purchased by the non-offering Holders pursuant to Section 6.1(c) may, during ninety (90) days beginning on the expiration of the last applicable right of the non-offering Holders, be transferred to the transferee named in the Notice; provided that (i) such sale or transfer is not being registered under at a lower price or on terms more favorable to the Securities Act or any applicable state securities lawstransferee than those specified in the Notice; and (ii) prior to such transfer, such transferee agrees in writing to become bound by the terms and all or any portion conditions of the Securities may not be transferred unless:this Agreement upon transfer of such Shares. (Ae) the Securities are sold pursuant Notwithstanding any term or condition of this Section 6, each Holder may transfer its Shares to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost Affiliate of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Holder or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account merger or other lending arrangement.sale of all or substantially all of the assets of the Holder provided that: (i) prior to such transfer, such Affiliate or transferee agrees in writing to become bound by the terms and conditions of this Agreement upon transfer of such Shares;

Restrictions. Each Subscriber understands Xxxx hereby agrees that: , for the period described in Section 2 (the “Lock-Up Period”), it will not, without the prior written consent of the Company (which the parties acknowledge will require the approval of at least a majority of the members of the Board of Directors not affiliated with Xxxx), directly or indirectly: (i) The offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or resale otherwise dispose of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: transfer (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; any IPO Date Equity or (B) any Post-Reorganization Equity owned by Xxxx as of the Subscriber consummation of the Post-IPO Reorganization (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing restrictions are expressly agreed to preclude Xxxx from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of Xxxx’x Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than Xxxx. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of Xxxx’x Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the restrictions contained in this Section 1 shall have delivered not apply to (a) the CompanyIPO Date Transactions, (b) the Post-IPO Reorganization or (c) Xxxx’x redemption of units of partnership interests in the Operating Partnership (“OP Units”) for cash (or, at the cost election of the Company, a customary opinion shares of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (CCommon Stock) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”the terms of the OP Agreement. For the avoidance of doubt, Lock-Up Securities shall not include any OP Units or shares of Common Stock acquired by Xxxx after the date hereof (other than as defined in Rule 501(a) a result of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each caseIPO Date Transactions, the Subscriber shall have delivered to Post-IPO Reorganization or the Company, at the cost redemption of OP Units held by Xxxx as of the Company, a customary opinion consummation of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementPost-IPO Reorganization).

Restrictions. (a) Each Subscriber understands that: (i) The sale or resale Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is not being registered under the Securities Act or any applicable state securities lawsthen applicable, and all or any portion of the Securities may not be transferred unless: (Ai) the Securities are sold pursuant to an effective there is then in effect a registration statement under the Securities Act; Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (Bii) the Subscriber such Holder shall have delivered notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, at that such disposition will not require registration under the cost of Securities Act, (B) a “no action” letter from the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities to without registration will not result in a recommendation by the staff of the SEC that action be sold taken with respect thereto; or transferred may be sold or transferred pursuant to an exemption from such registration; (C) any other evidence reasonably satisfactory to counsel to the Securities are sold Company to the effect that the proposed sale, pledge, or transferred to an “affiliate” (as defined in Rule 144) transfer of the Subscriber who agrees to sell or otherwise transfer the Registrable Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, may be effected without registration under the Securities Act; (D) , whereupon the Holder of such Restricted Securities are sold pursuant shall be entitled to Rule 144; or (E) sell, pledge, or transfer such Restricted Securities in accordance with the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost terms of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable notice given by the Holder to the Company. Notwithstanding the foregoing foregoing, no such registration statement, opinion of counsel or anything else contained herein “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the contraryHolder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Securities Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be pledged as collateral disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in connection with a bona fide margin account or other lending arrangementclause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. Each Subscriber understands that: (i) The sale or resale of all or any portion Shares are subject to each of the Securities has restrictions set forth in this Section 2 and “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which have not been and is not being registered under the Securities Act then expired or any applicable state securities laws, and all or any portion terminated. Except as provided in Section 12(a) of the Securities Plan, Restricted Shares may not be transferred unless: sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered; provided, however, that, notwithstanding the foregoing, Grantee may transfer all or part of the Restricted Shares to one or more trusts for the benefit of Grantee’s immediate family members (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber which for purposes hereof shall have delivered be limited to the CompanyGrantee’s children, at grandchildren and spouse) or partnerships in which such immediate family members and/or trusts are the cost only partners; provided that any such transfer of Restricted Shares shall remain subject to all of the restrictions and other terms and conditions hereof and the transferee shall execute any and all documents required by the Company to confirm the foregoing. If Grantee’s employment with the Company terminates for any reason other than as set forth in paragraphs (b) or (c) of Section 3 hereof, then Grantee shall forfeit, without the payment or providing of any consideration or other amounts of any kind whatsoever to Grantee, all of Grantee’s right, title and interest in and to the Restricted Shares as of and after the date of employment termination and such Restricted Shares shall automatically revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all shares of the Company’s Common Stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, a customary opinion of counsel that shall be reorganization, consolidation, recapitalization, stock dividend, stock split, business combination or other change in form, substance and scope reasonably acceptable to corporate structure directly or indirectly in any way affecting the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost Common Stock of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Restrictions. Each Subscriber understands that: The Company shall not issue any Equity Securities of any type or class (iincluding any Shares) to any Person (the “Proposed Recipient”) unless the Company has offered each Shareholder in accordance with the provisions of this Section 14, the right to purchase (or have its designated Permitted Transferee purchase) such Shareholder’s Pro Rata Share of such issuance (“Preemptive Rights”) and the right to oversubscribe (or have its designated Permitted Transferee oversubscribe) if the other Shareholder elects not to purchase its Pro Rata Share of such securities (“Oversubscription Rights”) for a per unit consideration equal to the per unit consideration to be paid by the Proposed Recipient and otherwise on the same terms and conditions as are offered to the Proposed Recipient (subject to Section 5.3). The sale or resale of all or any portion of the Equity Securities has that have not been and is not being registered under purchased by a Shareholder (or its designated Permitted Transferee) who fails to exercise its Preemptive Rights or fails to complete the Securities Act or any applicable state securities laws, and all or any portion purchase of the Securities may not its Pro Rata Share shall first be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered offered to the Company, at Shareholder who has exercised its Oversubscription Rights (on behalf of itself or its designated Permitted Transferee) within the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” Issuance Notice Period (as defined in Rule 144below) pro rata to the number of the Subscriber who agrees additional Equity Securities that such Shareholder (or its designated Permitted Transferee) has agreed to sell or otherwise transfer the take up above its Pro Rata Share; provided that no Shareholder shall be obligated to purchase more Equity Securities only in accordance with above its Pro Rata Share than such additional Equity Securities it indicates its agreement to take up under this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, 14.1. The restrictions under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber this Section 14.1 shall have delivered not apply to the Company, at the cost following cases or in respect of: (a) any issuance of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Equity Securities may be pledged as collateral in connection with a bona fide margin account any share split, share dividend or other lending arrangementsimilar event, (b) subject to Section 8.1.3, any issuance of Equity Securities pursuant to the acquisition of another Person by the Company by consolidation, merger, purchase of assets or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all assets of such other Person, or Control of such other Person ((a) or (b), a “Permitted Issuance”), or (c) any Defaulting Shareholder (who shall not have Preemptive Rights or Oversubscription Rights).

Restrictions. Each Subscriber understands that(a) No Shareholder may use for its own business purposes or disclose to any third party any Confidential Information without the prior written consent of the other Shareholder (and prior to any disclosure undertakes to notify the other Shareholder in the event that it is required to disclose any Confidential Information). (b) This Clause does not apply to: (i) Confidential Information which is or becomes publicly available (otherwise than as a result of a breach of this Clause); (ii) Confidential Information which was lawfully in the possession of the relevant Shareholder free of any restriction on disclosure as can be shown by that Shareholder’s written records or other reasonable evidence; (iii) following disclosure under this Clause, Confidential Information which becomes available to the relevant Shareholder (as can be demonstrated by that Shareholder’s written records or other reasonable evidence) from a source which is not a party bound by any obligation of confidentiality in relation to such Confidential Information; (iv) the disclosure by a Shareholder of Confidential Information to its directors or employees or to those of its Affiliates who need to know that Confidential Information in its reasonable opinion for purposes relating to this Agreement but those directors and employees shall not use that Confidential Information for any other purpose; (v) The sale disclosure by a Shareholder of Confidential Information as requested or resale required by any law or statutory body (including but limited to the Securities Exchange Commission), the rules of all any applicable stock exchange (including but not limited to Nasdaq Stock Exchange), any applicable accounting standards, order by any court, regulation, court order, judicial process or arbitral award (including by oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any portion other similar legal process); (vi) the disclosure of Confidential Information to the extent required to be disclosed by Applicable Laws; (vii) the disclosure of Confidential Information to any tax authority to the extent reasonably required for the purposes of the Securities has not been and is not being registered under tax affairs of the Securities Act Shareholder concerned or any applicable state securities lawsmember of its group; and (viii) the disclosure to a Shareholder’s professional advisers of Confidential Information reasonably required to be disclosed. In each case the Confidential Information will only be disclosed to the extent reasonably necessary in the circumstances. (c) Each Shareholder shall inform any officer, and all employee or agent or any portion of the Securities may not be transferred unlessprofessional or other adviser advising it in relation to matters relating to this Agreement, or to whom it provides Confidential Information, that such information is confidential and shall instruct them: (Ai) the Securities are sold pursuant to an effective registration statement under the Securities Act;keep it confidential; and (Bii) the Subscriber shall have delivered not to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable disclose it to the Company, any third party (other than to the effect that the Securities those persons to be sold whom it has already been or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only disclosed in accordance with the terms of this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor ruleClause 17); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Restrictions. Each Subscriber understands that:(a) During the Grantee's lifetime, the Option is not transferable (voluntarily or involuntarily) other than pursuant to a Domestic Relations Order and, except as otherwise required pursuant to a Domestic Relations Order, is exercisable only by the Grantee or the Grantee's court appointed legal representative. The Grantee may designate a beneficiary or beneficiaries to whom the Option will pass upon the Grantee's death and may change such designation from time to time by filing a written designation of beneficiary or beneficiaries with the Committee on the form annexed hereto as Exhibit B or such other form as may be prescribed by the Committee, provided that no such designation will be effective unless so filed prior to the death of the Grantee. If no such designation is made or if the designated beneficiary does not survive the Grantee's death, the Option will pass by will or the laws of descent and distribution. Following the Grantee's death, the Option, if otherwise exercisable, may be exercised by the person to whom such option or right passes according to the foregoing and such person will be deemed the Grantee for purposes of any applicable provisions of this Agreement. (b) Neither the Grantee nor any Permitted Transferee may sell, assign, transfer, pledge, encumber or dispose of any Unvested Shares (or securities issued in respect thereof) prior to the vesting thereof except (i) The sale or resale of all or any portion with the prior written consent of the Securities has not been and is not being registered under Committee, to any person or entity, or (ii)(A) to a trust or similar arrangement established primarily for the Securities Act or any applicable state securities laws, and all or any portion benefit of the Securities may not be transferred unless: (A) Grantee or the Securities are sold pursuant to an effective registration statement under the Securities Act; Grantee's immediate family members, (B) the Subscriber shall have delivered to the Company, at the cost spouse or any lineal descendant of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Grantee or transferred may be sold or transferred pursuant to an exemption from such registration; (C) to an entity that is controlled by the Securities are sold Grantee and that continues to be controlled by the Grantee at all times while such entity owns any Unvested Shares, with "control" meaning the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise (any person or entity described in clause (i) or clause (ii) of this Section 8(b), a "Permitted Transferee"), so long as any such sale, assignment, transfer, pledge, encumbrance or disposition does not subject the Company to any additional legal requirements or restrictions or to any liability or obligation and provided that any Unvested Shares transferred to an “affiliate” (as defined in Rule 144a Permitted Transferee of the Grantee will continue to be subject to the provisions of this Agreement. Any Permitted Transferee of Unvested Shares shall, with respect to such Unvested Shares, be deemed the Grantee for purposes of the exercise by the Company of its repurchase rights pursuant to Section 7(b) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementAgreement.

Restrictions. Each Subscriber understands that:(a) Parent, Merger Partner Equityholder and SpinCo shall not, and shall not permit any of their respective Groups to, take or fail to take, as applicable, any action if such action or failure to act would reasonably be expected to be inconsistent with or cause to be untrue any statement, information, covenant, or representation in any of the Tax Materials. (b) Parent, Merger Partner Equityholder and SpinCo shall not take or fail to take, as applicable, and shall cause each other member of their respective Groups not to take or fail to take, as applicable, any action that would reasonably be expected to cause the Tax-Free Transactions (other than the Merger) to fail to qualify for Tax-Free Status. (c) SpinCo, on behalf of itself and each other member of the SpinCo Group, and Xxxxxx Partner Equityholder, on behalf of itself and each other member of the Merger Partner Equityholder Group, agree that from the date of the Distribution by Parent until the first Business Day after the two-year anniversary of the Distribution Date, (i) The sale or resale of all or any portion of the Securities has not been SpinCo and is not being registered under the Securities Act or any applicable state securities laws, each Section 355 Company shall continue and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities cause to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) continued the Securities are sold or transferred to an “affiliate” active conduct (as defined in Rule 144Section 355(b)(2) of the Subscriber who agrees to sell or otherwise transfer Code and the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(aTreasury Regulations thereunder) of Regulation Dits respective Controlled Active Trades or Businesses, as amended, under taking into account Section 355(b)(3) of the Securities ActCode; (Dii) SpinCo shall not voluntarily dissolve or liquidate or permit any Section 355 Company to voluntarily dissolve or liquidate (including taking any action that is a liquidation for Federal Income Tax purposes); (iii) SpinCo shall not, and shall not permit any Section 355 Company to, enter into any Proposed Acquisition Transaction or, to the extent SpinCo or any other member of the SpinCo Group has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (1) redeeming rights under a shareholder rights plan, (2) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (3) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the General Corporation Law of the State of Delaware or any similar corporate statute, any “fair price” or other provision of the charter or bylaws of SpinCo, or (4) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment, or otherwise); (iv) SpinCo (or any successor of SpinCo) shall not, and shall not agree to nor shall SpinCo (or any successor of SpinCo) permit any Section 355 Company to, merge, consolidate, or amalgamate with any other Person (except for the Merger); (v) SpinCo will not in a single transaction or series of transactions (directly or indirectly) sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of (or engage in any transaction treated for Federal Income Tax purposes as a sale, transfer, or disposition), directly or indirectly, nor shall SpinCo permit any Section 355 Company or any other member of the SpinCo Group to, sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of assets (including any shares of capital stock of a Subsidiary) that, in the aggregate, constitute 30% or more of the gross assets of (x) any Controlled Active Trade or Business or (y) the Securities are sold pursuant to Rule 144; or “separate affiliated group” within the meaning of Section 355 of the Code (E“SAG”) the Securities are sold pursuant to Regulation S under the Securities Act of (A) SpinCo or (B) a successor rule); andSection 355 Company, in each case, other than (1) sales, transfers, or dispositions of assets in the Subscriber ordinary course of business, (2) sales, transfers or dispositions within SpinCo’s SAG or within a Section 355 Company’s SAG, respectively, (3) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (4) any assets transferred to a Person that is disregarded as an entity separate from the transferor for Federal Income Tax purposes, or (5) any mandatory or optional repayment (or pre-payment) of any indebtedness of SpinCo or any member of the SpinCo Pre-Transaction Group; (vi) (A) SpinCo shall not, and shall not permit any Section 355 Company to, redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock and (B) SpinCo shall not permit any shareholder of SpinCo or a Section 355 Company to become a “controlling shareholder” of SpinCo or a Section 355 Company within the meaning of Treasury Regulation Section 1.355-7; (vii) SpinCo shall not take any action (including amending, or permitting any Section 355 Company or any other member of SpinCo Group to amend, its certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo Capital Stock or the Capital Stock of any Section 355 Company (including, without limitation, through the conversion of one class of SpinCo or Section 355 Company Capital Stock into another class of SpinCo or Section 355 Company Capital Stock); (viii) SpinCo shall not take, or permit any other member of the SpinCo Group to take, any other action or actions (including any action or transaction that would reasonably be expected to be inconsistent with any representation made in the Tax Materials) which in the aggregate (and taking into account the Merger (for the absence of doubt, including the Additional Merger Consideration), and any other transactions described in this Section 6.02(c) and treating the Retained Shares as acquired) could have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in SpinCo or any Section 355 Company (or any successor respectively) or otherwise jeopardize the Tax-Free Status (it being understood that, for this purpose, the Retained Shares shall be treated as acquired, any potential acquisitions set forth on Schedule B shall be treated as occurring, and the only acquisitions relevant for this purpose occurring on or before the Effective Time are the acquisition of SpinCo Capital Stock pursuant to the Merger, and any acquisitions set forth on Schedule B hereto, all of which do not exceed a 49.9% or greater interest in SpinCo or any member of the SpinCo Group); (ix) Merger Partner Equityholder shall not, and shall ensure that no member of the Merger Partner Equityholder Group, directly, indirectly, through an Affiliate or otherwise, acquires, within the meaning of Section 355(e) of the Code or otherwise, Capital Stock of SpinCo or any Section 355 Company (other than Capital Stock of SpinCo received by Merger Partner Equityholder pursuant to the Merger, including, for the absence of doubt, the Additional Merger Consideration); (x) Merger Partner Equityholder shall not permit and shall ensure that no member of the Merger Partner Equityholder Group permits, SpinCo or any Section 355 Company to enter into any Proposed Acquisition Transaction or, to the extent SpinCo or any other member of the SpinCo Group has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur; in each case (other than Section 6.02(c)(ix) above), unless prior to taking any such action set forth in the foregoing clause (c), (x) SpinCo or Merger Partner Equityholder, as applicable, shall have delivered requested that Parent obtain a private letter ruling (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) in accordance with Sections 6.03(a) and (c) to the Companyeffect that such action will not cause the Tax-Free Transactions (other than the Merger) to fail to qualify for Tax-Free Status and Parent shall have received such Post-Distribution Ruling in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether a private letter ruling is satisfactory, at the cost of the CompanyParent may consider, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contraryamong other factors, the Securities may be pledged as collateral appropriateness of any underlying assumptions and any representations made in connection with such private letter ruling), (y) SpinCo or Merger Partner Equityholder, as applicable, shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and any representations used as a bona fide margin account basis for the Unqualified Tax Opinion), or (z) Parent shall have waived (which waiver may be withheld by Parent in its sole and absolute discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. (d) SpinCo shall provide written notice to Parent describing any Internal Restructuring proposed to be taken during or with respect to any Tax Period (or portion thereof) beginning after the Distribution Date and ending on or prior to the two-year anniversary of the Distribution Date (and any Tax election or transaction proposed to be made or effected that would be effective on or prior to the Distribution Date) and shall consult with Parent regarding any such proposed actions reasonably in advance of taking any such proposed actions. If such action could reasonably be expected to materially adversely affect Parent’s intended tax treatment of any transaction set forth in the Separation Step Plan, SpinCo shall not take any such action without the prior written consent of Parent (not to be unreasonably withheld); provided, that Parent shall be deemed to have consented to such action if Parent does not provide a written response to SpinCo’s written notice within thirty (30) days of delivery thereof. (e) Until the first day of the first Tax year of Parent or the relevant foreign subsidiary immediately following the Tax year in which the Distribution by Parent occurs, SpinCo shall neither cause nor permit any foreign subsidiary of SpinCo (other lending arrangementthan any such subsidiary whose Tax year closed on the date of the Distribution by Parent) to enter into any transaction or take any action that would be considered under the Code to constitute the declaration or payment of a dividend (including pursuant to Section 304 of the Code) without obtaining the prior written consent of Parent (such prior written consent not to be unreasonably withheld).

Restrictions. (a) Each Subscriber understands that: (i) The sale or resale Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 1.2 and is not being registered under Section 1.14, provided and to the Securities Act or any applicable state securities lawsextent such Sections are then applicable, and all or any portion of the Securities may not be transferred unless: (Ai) the Securities are sold pursuant to an effective there is then in effect a registration statement under the Securities Act; Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (Bii) the Subscriber such Holder shall have delivered notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, at that such disposition will not require registration under the cost Securities Act. Notwithstanding the foregoing, no such registration statement, detailed statement of the Companycircumstances, a customary or opinion of counsel that shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in formaccordance with partnership interests, substance (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) to an Affiliated Party of the Holder, or (F) any transaction contemplated by Section 3(a)(iv) of the Common Stock Purchase Agreements between the Company and scope Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxxx and Xxxxxxx Xxx, respectively, each dated as of September 17, 2007, provided in all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification, or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlegend.

Restrictions. Each Subscriber understands thatDuring performance of the Agreement, SI&A may provide materials or disclose to District certain materials or information which SI&A considers proprietary or confidential (“SI&A Confidential Information”). SI&A Confidential Information includes but is not limited to SI&A’s training handbooks; policy manuals; instructions; copyrighted checklists and forms; all written, oral, electronic, or visual information or data which are non-public, confidential, competitively sensitive, personal, or proprietary in nature; the materials and/or the information provided by SI&A to District (whether before or after the execution of this Agreement); information contained in any and all pending patent applications by SI&A; trade secrets belonging to SI&A; any and all software owned and/or created by SI&A including but not limited to the Software; manuals; forms; data; data tables; draft letters; questionnaires; and similar information, material, or documents; and any and all copies of the foregoing. Therefore, the rights granted to District in this Agreement are subject to the following: a) District acknowledges the confidential and proprietary nature of the SI&A Confidential Information and agrees to hold and keep the SI&A Confidential Information confidential and otherwise agrees to each and every restriction and obligation set forth in this Agreement. District shall use the SI&A Confidential Information solely as part of the services provided under this Agreement and solely during the term of this Agreement (the “Authorized Uses”). District shall not use or permit any of its employees to use any of the SI&A Confidential Information for any reason or purposes other than the Authorized Uses. Uses that are not Authorized Uses include, but are not limited to, those uses explicitly set forth below; b) District shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the A2A Service, Software, related materials pertinent to A2A Materials (the “A2A Materials”), and/or any SI&A Confidential Information available to any third party other than an Authorized User; c) District shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the A2A Service, Software, A2A Materials, or SI&A Confidential Information or access the A2A Service, Software, A2A Materials, or SI&A Confidential Information in order to build a similar or competitive product, software, or service or to assist any third party in building a similar or competitive product, software, or service, including, but not limited to, accessing the A2A Service, Software, A2A Materials or SI&A Confidential Information for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; d) Except as expressly stated herein, no part of the A2A Service, Software, A2A Materials, or SI&A Confidential Information may be copied, reproduced, distributed, republished, downloaded, displayed, posted, transmitted, or otherwise disclosed in any form or by any means (including but not limited to electronic, mechanical, photocopying, recording, or other means) except with the express prior written consent of SI&A; e) District shall not disclose any review of the A2A Service or Software (including but not limited to the results of any performance tests) to any third party without SI&A's prior written approval; f) District agrees to make every reasonable effort to prevent unauthorized third parties from accessing the A2A Service, Software, A2A, or the SI&A Confidential Information (or any portion thereof); g) District acknowledges and agrees that SI&A or its third-party providers shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the A2A Service, Software, the A2A Materials, and SI&A Confidential Information and any suggestions, enhancement requests, feedback, recommendations or other information provided by District or any other party relating to the A2A Service, Software or the A2A Materials; h) District agrees that District shall not for any reason direct, recommend, or encourage an employee to disclose an Authentication Credential to District, any other employee of District, or any third party; i) District agrees that District shall not use the SI&A Confidential Information, whether directly or indirectly, to assist, whether directly or indirectly, any business that competes with SI&A; j) District agrees that District shall not use the SI&A Confidential Information in any way, shape, or form after the expiration or termination of this Agreement; k) District agrees that District shall not permit any use of the SI&A Confidential Information by a third party other than District except with the express prior written consent of SI&A; l) District agrees that District shall not use or permit to be used the SI&A Confidential Information in any way, shape, or form that attributes the SI&A Confidential Information as having been created, developed, prepared, derived, designed, protected, or owned by any person other than SI&A; m) District agrees that District shall not use the SI&A Confidential Information in any way that is detrimental to the interests of SI&A; n) District shall carefully restrict access to the Services, Software, Materials, and SI&A Confidential Information to only those of District’s employees who (i) The sale or resale of all or any portion require such access in order to perform their job duties, and (ii) are informed by District of the Securities has confidential nature of SI&A Confidential Information and the obligations pursuant to this Agreement, including, but not been limited to, the provisions of Sections 4.1 and is not being registered under the Securities Act or any applicable state securities laws, 4.2 of this Agreement; and o) District acknowledges and agrees that all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant restrictions of this section shall apply to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered any SI&A Confidential Information provided to the Company, at District as part of any negotiations for the cost renewal or extension of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementAgreement.

Restrictions. Each Subscriber understands that(a) From and after the Closing Date, neither Seller nor the Parent shall disclose, directly or indirectly, to any person or entity, or make use of, without the express authorization of IHS and Buyer, any non-public pricing strategies or records acquired by Buyer from Seller, any proprietary data or trade secrets acquired by Buyer from Seller or any financial or other information acquired by Buyer from Seller; provided that the foregoing restrictions shall not apply to any information which: (i) The sale is or resale becomes publicly known through no wrongful act on the part of all Seller or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144Parent; or (Eii) the Securities are sold pursuant to Regulation S under the Securities Act (is or a successor rule); and, in each case, the Subscriber shall have delivered becomes available to the Companydisclosing party on a non- confidential basis from a third party without restriction and without breach of this Agreement; or (iii) is approved for release by written authorization signed by Buyer or IHS; or (iv) is required to be disclosed in accordance with applicable law; provided, at however, prior to making any such disclosure the cost party required to make such disclosure shall provide Buyer with prompt notice of such requirement to enable Buyer to seek an appropriate protective order and such party will use its best efforts to preserve the confidentiality of such information and will disclose only that portion of the Companyinformation as is required to be disclosed. (b) Each of Seller and Parent acknowledges that the restrictions contained in this Section 5.6 are reasonable and necessary to protect the legitimate business interests of Buyer and IHS, and that any violation thereof by any of them would result in irreparable harm to Buyer and IHS. Accordingly, each of Seller and Parent agrees that upon the violation by any of them of any of the restrictions contained in this Section 5.6, Buyer and IHS shall be entitled to obtain from any court of competent jurisdiction a customary opinion preliminary and permanent injunction as well as any other relief provided at law or equity, under this Agreement or otherwise, without the necessity of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing posting any bond or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementsecurity whatsoever.

Restrictions. Each Subscriber understands that: (ia) The sale or resale Subject to this Section 1.2, Section 1.11, Section 2.2, Section 3.6 and Section 4.2 below, each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until the transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 1.2, Section 1.11, Section 1.13, Section 2.2, Section 3.5, Section 3.6, and Section 4, provided and to the extent such Sections are then applicable, and all obligations and duties of the Holder from whom such transfer is not being registered made with respect to any rights of such transferor under this Agreement that are being assigned to such transferee, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an Affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (C) to the Holder’s family member or trust for the benefit of an individual Holder, provided in the case of a transfer to an Affiliate and all cases enumerated in clauses (A) — (C) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares or Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Shares or Registrable Securities, as applicable, shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, and all the Company’s charter documents or any portion of other agreement between the Securities may not be transferred unless:Company and the Holder thereof): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (Ac) The Company shall promptly reissue unlegended certificates at the Securities are sold pursuant to an effective registration statement under request of any Holder thereof if the Securities Act; (B) the Subscriber Holder shall have delivered to the Company, at the cost of the Company, a customary obtained an opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. (d) In no event shall any Holder transfer any of such Holder’s Shares or Registrable Securities or any of its rights and duties under this Agreement to any Person or entity that is directly or indirectly a supplier, customer or competitor of the Company or any of the Company’s subsidiaries; provided, that a Holder may, subject to the other provisions of this Section 1.2 and Sections 1.11, 2.2, 3.6 and 4.2, transfer Shares or Registrable Securities to be sold any Affiliate of such Holder or transferred may be sold (i) in the case of a Holder which is a partnership, to a partner or transferred pursuant to an exemption from former or retired partner of such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only partnership in accordance with this Section 5(apartnership interests or (ii) and in the case of a Holder who is an “accredited investor”a limited liability company, as defined to a member or former member retired member in Rule 501(a) of Regulation D, as amended, under accordance with their interest in the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlimited liability company.

Restrictions. Each Subscriber understands that: (ia) The sale or resale If CTI determines that the Novuspharma Shareholder is an affiliate of all or any portion CTI following the Effective Time (as the term “affiliate” is used for purposes of the Securities has not been and is not being registered Rule 145 under the Securities Act of 1933, as amended), CTI will give stop transfer instructions to its transfer agent with respect to any shares of CTI Common Stock that are issued to such Novuspharma Shareholder, and there will be placed on the certificates representing such shares of CTI Common Stock, or any applicable state securities lawssubstitutions therefor, a legend stating in substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.” (b) The legend set forth above will be removed (by delivery of a substitute certificate without such legend), and all or any portion CTI shall so instruct its transfer agent, if the Novuspharma Shareholder delivers to CTI (i) satisfactory written evidence that the shares evidenced thereby have been sold in compliance with Rule 145 (in which case, the substitute certificate shall be issued in the name of the Securities may not be transferred unless: transferee), or (Aii) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be counsel, in form, form and substance and scope reasonably acceptable satisfactory to the CompanyCTI, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) public sale of the Subscriber who agrees to sell or otherwise transfer shares evidenced thereby by the Securities only in accordance with this Section 5(a) and who holder thereof is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant no longer subject to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement145.

Restrictions. Each Subscriber understands that: (ia) The sale No Stockholder shall sell, assign, pledge, hypothecate, deposit in any voting trust, or resale in any manner, transfer or dispose of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities lawsright or interest therein, to any Person (each such action, a "Transfer") except as permitted by this Agreement. (b) From and after the date hereof, all or share certificates representing Securities held by any portion of the Securities may not be transferred unless:Stockholders shall bear a legend which shall state as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF MAY 10, 2000, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT HAS BEEN FILED IN THE OFFICE OF THE COMPANY LOCATED AT 0 XXXXXXXX XXXXXXX XXXXXX, XXXXXX, XXX XXXXXX 00000, WHERE THE SAME MAY BE INSPECTED DAILY DURING BUSINESS HOURS. (Ac) In addition to the legend required by Section 2.1(b) above, all share certificates representing Securities are sold pursuant to an effective registration statement under held by any of the Securities Act;Stockholders shall bear a legend which shall state as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OTHER THAN PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS." (Bd) the Subscriber Promptly upon execution and delivery of this Agreement, each Stockholder shall have delivered deliver to the Company, at the cost Secretary of the Company, a customary opinion Company all certificates then held by such Stockholder representing Securities which do not have such legends affixed thereto as are required by Section 2.1 above. The Company shall cause such legends to be affixed promptly to each of counsel that shall such certificates and such certificates to be in form, substance and scope reasonably acceptable returned promptly to the Company, to registered Holder thereof. The Company agrees that it will not cause or permit the effect that the Transfer of any Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) made on its books unless the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only Transfer is permitted by this Agreement and has been made in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementterms hereof.

Restrictions. Each Subscriber understands that: (a) During the Restricted Period, the Restricted Holder will not, directly or indirectly: (i) offer, sell, assign, transfer, pledge, hypothecate, contract to sell, grant an option to purchase or otherwise dispose of, or announce the intention to so dispose of, any Restricted Securities or (ii) enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic consequence of ownership of any Restricted Securities (the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or resale disposition of all any of the Restricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder. (b) In addition, during the period of twelve (12) months commencing on the Closing Date of the Merger, the Restricted Holder will not, and the Restricted Holder will cause its Affiliates not to, directly or indirectly, effect or agree to effect any portion short sale (as defined in Rule 200 under Regulation SHO of the Securities has Exchange Act of 1934, as amended, (the “Exchange Act”)) with respect to any shares of Parent Common Stock, whether or not been and is not being registered under against the Securities Act or box, establish any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliateput equivalent position” (as defined in Rule 14416a-1(h) under the Exchange Act) with respect to any shares of Parent Common Stock, borrow or pre-borrow any shares of Parent Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to shares of the Subscriber who agrees Parent Common Stock or with respect to sell any security that includes, is convertible into or exercisable for or derives any significant part of its value from shares of the Parent Common Stock or otherwise transfer seek to hedge the Securities only Restricted Holder’s position in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act;Parent Common Stock. (Dc) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities restrictions set forth in Section 2(a) shall not apply to: (i) if the Restricted Holder is a natural person, any transfers made by the Restricted Holder (A) to any member of the Immediate Family of the Restricted Holder or to a trust the direct or indirect beneficiaries of which are exclusively the Restricted Holder or members of the Restricted Holder’s Immediate Family, or (B) by bona fide gift, will or intestacy; (ii) if the Restricted Holder is a corporation, partnership, limited liability company or other business entity, any transfers to a charitable organization, or to any stockholder, partner, manager, director, officer, Affiliate, employee or member of, or owner of a similar equity interest in, the Restricted Holder or its Affiliates, as the case may be pledged as collateral be; (iii) if the Restricted Holder is a corporation, partnership, limited liability company or other business entity, any transfer made by the Restricted Holder: (A) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the Restricted Holder’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the Restricted Holder’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement, (B) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an Affiliate of the Restricted Holder, or (C) to any investment fund or other entity that controls or manages the Restricted Holder (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the Restricted Holder) if such transfer is not for value; (iv) if the Restricted Holder is a trust, to a trustor or beneficiary of the trust if such transfer is not for value; (v) any transfers of Restricted Securities to the Parent upon a vesting event or upon the exercise of options or warrants to purchase the Parent’s securities, in each case on a “cashless” or “net exercise” basis, including to cover tax withholding obligations of the Restricted Holder in connection with such vesting or exercise (and for the avoidance of doubt, any securities issued to the Restricted Holder upon such exercise shall be Restricted Securities subject to the restrictions set forth herein); (vi) any transfers of the Restricted Securities pursuant to a court order or by operation of law, including pursuant to a domestic order or a negotiated divorce settlement; (vii) any transfers of the Restricted Securities to the Parent pursuant to agreements under which the Parent has the option to repurchase such Restricted Securities or the Parent has a right of first refusal with respect to transfers of such Restricted Securities; or (viii) any transfers of the Restricted Securities pursuant to a bona fide margin account third-party tender offer, merger, consolidation or other lending arrangementsimilar transaction made to all holders of Restricted Securities involving a Change of Control of the Parent (it being further understood that this Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender Restricted Securities or other securities of the Parent in, any such transaction or taking any other action in connection with any such transaction), provided that the restrictions set forth herein shall continue to apply should the completion of such transaction not occur, and provided, further, that such transaction has been approved by the Board of Directors of Parent. provided, however, that (A) in the case of any transfer described in clause (i), (ii), (iii), (iv), or (vi) above, it shall be a condition to the transfer that the transferee execute and deliver to the Parent, not later than one Business Day prior to such transfer, a written agreement in substantially the form of this Agreement covering the transferred Restricted Securities for the balance of the Restricted Period (it being understood that any references to “Immediate Family” in the agreement executed by such transferee shall expressly refer only to the Immediate Family of the Restricted Holder and not to the Immediate Family of the transferee) and otherwise reasonably satisfactory in form and substance to the Parent; (B) in the case of any transfer described in clause (i), (ii), (iii), (iv), (vi), or (x) above, such transfers are not required to be reported under Section 16 of the Exchange Act, and the Restricted Holder does not otherwise voluntarily effect any public filing or report regarding such transfers during the Restricted Period (other than a filing on Form 5); (C) in the case of any transfer to the Parent described in clause (v) above, if the transfer is required to be reported under Section 16 of the Exchange Act, any filing under Section 16 of the Exchange Act related to such transfer shall clearly indicate in the footnotes thereto that (a) the filing relates to the circumstances described in clause (v) above, (b) no shares were sold by the reporting person and (c) any remaining shares received upon exercise of an option or a warrant (net of any shares transferred in connection with such “cashless” or “net exercise” to cover tax withholding obligations) or the remaining vested shares are subject to a written agreement with the Parent in substantially the form of this Agreement for the balance of the Restricted Period; (D) in the case of any transfer described in clause (viii) above, in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities owned by the Restricted Holder shall remain subject to the restrictions contained in this Agreement; and (E) in the case of clause (ix) above, no actual transfer or other Disposition of the Restricted Holder’s Restricted Securities registered pursuant to the exercise of such rights under clause (ix) shall occur during the Restricted Period. (d) Furthermore, during the Restricted Period, the Restricted Holder may exercise any rights to purchase, exchange or convert any stock options granted to the Restricted Holder pursuant to the Parent’s equity incentive plans or awards existing after the closing of the Merger or warrants or any other securities held by the Restricted Holder after the closing of the Merger, which securities are convertible into or exchangeable or exercisable for Parent Common Stock, and the Restricted Holder agrees that the shares of Parent Common Stock received upon such exercise, purchase, exchange or conversion shall be and remain Restricted Securities subject to the terms of this Agreement. (e) In addition, the restrictions set forth in Section 2(a) shall not apply to the repurchase of Restricted Securities by the Parent in connection with the termination of the Restricted Holder’s employment or other service with the Parent or any of its subsidiaries. (f) Notwithstanding anything herein to the contrary, nothing herein shall prevent the Restricted Holder from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act (“10b5-1 Trading Plan”) or from amending an existing 10b5-1 Trading Plan so long as there are no sales or other Dispositions of Restricted Securities under such plans during the Restricted Period; and provided that no public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the Restricted Holder or the Parent during the Restricted Period regarding the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading Plan. (g) In the event that, during the Restricted Period, Parent waives any of the restrictions on the transfer of any Restricted Securities held by any executive officer or director of Parent or any holder of more than 1.0% of the outstanding Parent Common Stock of the Parent (on a fully-diluted basis) that is subject to a lock-up and no shorting agreement similar in terms or form to this Agreement, then Parent shall be deemed to have also waived, on the same terms, the restrictions set forth in this Agreement that would otherwise have applied to the undersigned on a pro-rata basis with respect to the same proportion of the undersigned Restricted Holder’s Restricted Securities subject to this Agreement as (x) the aggregate Restricted Securities held by such party receiving the waiver that is subject to the waiver bears to (y) the aggregate Restricted Securities held by such party that is subject to a lock-up agreement and no shorting agreement similar in terms or form to this Agreement. The provisions of this paragraph will not apply: (i) unless and until the Parent has first waived more than one percent (1%) of the Parent’s total outstanding Common Stock (determined as of immediately following the Private Placement Offering and giving effect thereto) from such prohibitions, (ii) (a) if the release or waiver is effected solely to permit a transfer not involving a disposition for value and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer, or (iii) if the release or waiver is granted to a holder of Restricted Securities in connection with an underwritten public offering during the Restricted Period, whether or not such offering is wholly or partially a secondary offering, of securities pursuant to a registration statement under the Securities Act of 1933, as amended, provided that the undersigned Restricted Holder is offered the opportunity to participate in the offering on a pro rata basis. In the event that any percentage of such Restricted Securities released from the restrictions set forth in this Agreement are subject to any restrictions of the type set forth in this Agreement, the same restrictions shall be applicable to the release of the same percentage of the undersigned’s Restricted Securities. In the event that, as a result of this paragraph, any Restricted Securities held by the undersigned are released from the restrictions imposed by this Agreement, Parent shall use commercially reasonable efforts to notify the undersigned within two Business Days thereafter that the same percentage of aggregate Restricted Securities held by the undersigned has been released from the restrictions set forth in this Agreement; provided that the failure to give such notice to the undersigned shall not give rise to any claim or liability against Parent.

Restrictions. Each Subscriber Lender understands that: that Common Stock issued or to-be-issued hereunder (ithe "SECURITIES") The sale will be issued without registration pursuant to the Securities Act of 1933, as amended (the "1933 Act") and without registration pursuant to any state securities laws, in each case in reliance upon an exemption from the registration requirements of the Act and such state securities laws. As a result, Lender understands that any document or resale of all or certificate evidencing any portion of the Securities has not been and may contain a restrictive legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR OTHER APPLICABLE STATE SECURITIES LAWS. NO TRANSFER OR SALE OF THESE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND SAID STATE SECURITIES LAWS COVERING SAID SECURITIES UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER OR SALE DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR SAID STATE SECURITIES LAWS. Lender further agrees that if any transfer or distribution of any Securities is not being registered proposed to be made otherwise than pursuant to registration under the Securities 1933 Act or any and applicable state securities laws, such action shall be taken only after submission to the Company of an opinion of counsel, reasonably satisfactory in form and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered substance to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company's counsel, to the effect that the Securities to proposed transfer or distribution will not be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) violation of the Subscriber who agrees to sell Act or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementapplicable state securities laws.

Restrictions. (a) Each Subscriber Investor understands that: (i) The sale and agrees that the Securities it will be acquiring have not been registered under the Securities Act, and that accordingly they will not be transferable except as permitted under various exemptions contained in the Securities Act, or resale upon satisfaction of all or any portion the registration and prospectus delivery requirements of the Securities has Act. Each Investor acknowledges that it must bear the economic risk of its investment in the Securities for an indefinite period of time since they have not been and is not being registered under the Securities Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available. (b) Each Investor represents and warrants to the Company that it is acquiring the Securities it has agreed to purchase for investment purposes only, for its own account, and not as nominee or agent for any other Person, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. (c) Each Investor agrees with the Company as follows: i) The certificates evidencing the Securities it has agreed to purchase, and each certificate issued in transfer thereof, will bear the following legend: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred unless there is an effective registration statement under such Act and any applicable state securities laws covering such securities or the Corporation receives an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Corporation) stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of such Act." ii) The certificates representing such Securities, and each certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law. iii) Absent a registration statement under the Securities Act covering the disposition of the Securities which such Investor acquires, such Investor will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of the Securities without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) stating that such disposition is exempt from the registration and prospectus delivery requirements of the Securities Act and has been registered or qualified under (or is exempt from the registration and qualification requirements of) any applicable state securities laws. iv) Such Investor consents to the Company's making a notation on its records or giving instructions to any transfer agent of the Common Stock, and all Preferred Stock or any portion Convertible Promissory Notes in order to implement the restrictions on transfer of the Securities may not be transferred unless: set forth in this paragraph (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rulec); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Restrictions. Each Subscriber understands that: (i) [The sale or resale following provision shall be omitted at the request of all or any Purchaser made to the Company prior to issuance of the Warrant] The holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1.1(a) or otherwise, to the Securities has not been and is not being registered under extent that after giving effect to such issuance after exercise, the Securities Act or any holder (together with the holder’s affiliates), as set forth on the applicable state securities lawsNotice of Exercise, and all or any portion would beneficially own in excess of 9.90% of the Securities may not number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be transferred unless: issuable upon (A) exercise of the Securities are sold pursuant to an effective registration statement under remaining, nonexercised portion of this Warrant beneficially owned by the Securities Act; holder or any of its affiliates and (B) exercise or conversion of the Subscriber unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Shares or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1.1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by holder that the Company is not representing to holder that such calculation is in compliance with Section 13(d) of the Exchange Act and holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1.1(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such holder, and the submission of a Notice of Exercise shall be deemed to be such holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have delivered no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 1.1(c), in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the holder, the Company shall within two Trading Days confirm orally and in writing to the holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 1.1(c) may be waived by the holder, at the election of the holder, upon not less than 61 days’ prior notice to the Company, at and the cost provisions of this Section 1.1(c) shall continue to apply until such 61st day (or such later date, as determined by the Companyholder, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred as may be sold or transferred pursuant to an exemption from specified in such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) notice of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rulewaiver); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Restrictions. (a) The Holder shall be entitled to exercise and enjoy all rights and entitlements of ownership of shares, including the right to vote and receive dividends, except that until the Restriction Period shall expire, all restrictions and limitations set forth in this agreement and the Plan shall apply. The Shares shall constitute Restricted Stock of the Corporation issued pursuant to the Plan. Each Subscriber understands that:certificate for Restricted Stock issued or issuable hereunder shall be registered in the name of the Holder, and deposited by the Holder, together with a stock power endorsed in blank (in the form attached hereto as Exhibit A), with the Corporation until such time as the Restriction Period shall have expired. Such certificate(s) shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock. (ib) The sale or resale of Shares shall be subject to all or any portion of the Securities has not been terms and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion conditions of the Securities may not be transferred unless:award as specified by the Committee in connection with the award to Holder and the Committee’s deliberations with respect thereto. (Ac) the Securities are sold pursuant The Restriction Period shall expire as to an effective registration statement under the Securities Act; one-quarter (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 1441/4) of the Subscriber who agrees to sell Shares on each of the first four anniversaries of the date hereof; provided that the Restriction Period shall expire on such earlier date as the conditions set forth below are satisfied. (d) The Holder will not sell, transfer, assign, give, place in trust, or otherwise transfer dispose of or pledge, grant a security interest in, or otherwise encumber the Securities only in accordance with this Section 5(a) Shares and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (any such attempted disposition or a successor rule); and, in each case, the Subscriber encumbrance shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance be void and scope reasonably acceptable to the Companyunenforceable. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities Shares may be pledged transferred, conveyed or assigned to family members, charities, trusts established solely for the benefit of such family members and charities and entities, such as collateral in connection partnerships and limited liability companies, of which the only interest holders are members of the grantee’s family, or trusts for their benefit, and revocable grantor trusts and that such further modifications relating to transfer and assignment complying with the then applicable rules and regulations of the Securities and Exchange Commission and stock exchange acceptable to counsel to the Corporation shall have been complied with. (e) Subject to the provisions of the Plan, upon the lapse of the Restriction Period the Holder shall become entitled to receive a bona fide margin account or other lending arrangementstock certificate evidencing the Shares and the restrictions referred to herein shall become null and void and cease to exist with respect to such Shares.

Restrictions. Each Subscriber understands that:(a) The shares of Common Stock covered by this Award shall be subject to the restrictions set forth in Section 9(a) of the Plan, which include, but are not limited to, prohibitions on the sale, transfer, assignment, pledge or encumbrance of said shares, prior to the applicable vesting date set forth on the Restricted Stock Award Certificate (the period ending on any such vesting date(s) is hereinafter referred to as the “Restricted Period”). Sale, transfer and other disposition of the shares following termination of the Restricted Period may be limited by the absence of an established trading market for such shares and/or the provisions of applicable securities laws. The restrictions imposed hereunder shall not lapse upon expiration of the Restricted Period if such lapse would constitute a violation of any applicable federal or state securities or other law or regulation and shall only lapse upon the termination of such violation. As a condition to the receipt of the shares of Common Stock covered by this Award, the Company may require Grantee to make any representation and warranty to the Company as may be required by any applicable law or regulation. (ib) The sale Notwithstanding anything to the contrary set forth in this Agreement or resale in the Plan, each provision of this Agreement and all amounts which may be payable hereunder or under the Plan shall be subject to any restrictions or limitations required by any of the Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009 and the TARP Capital Purchase Program or any portion of the Securities has not been and is not being registered under the Securities Act subsequent or any applicable state securities lawssimilar legislation, and any regulations or interpretations that have been or may from time to time be promulgated thereunder, including, but not limited to the Interim Final Rule issued by the U.S. Treasury Department on June 15, 2009 (all such legislation, regulations and interpretations, and any amendments or modifications thereof, collectively (“TARP”), as may be in effect on the date hereof and as may be amended, replaced or supplemented at any portion of the Securities may not be transferred unless: (A) the Securities are sold time and from time to time hereafter; provided, nothing herein shall limit or otherwise diminish any waiver previously entered into by Grantee pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company’s participation in the TARP Capital Purchase Program, at which waiver shall remain in full force and effect. The terms set forth in this Agreement are further subject to any applicable conditions, limitations or restrictions that may be imposed by any governmental or regulatory authority, including but not limited to the cost FDIC or other federal or state regulator (any such provisions, “Regulatory Restrictions”). If any vesting of the CompanyAward or the making of any payment pursuant to this Agreement shall violate, a customary opinion of counsel that or shall have violated, TARP or any Regulatory Restrictions, Grantee shall be in form, substance and scope reasonably acceptable deemed to the Companyhave waived Grantee’s right to such payment and, to the effect that extent necessary to comply with TARP or such Regulatory Restrictions, shall promptly repay any such amount to the Securities Company upon request, and this Agreement shall be deemed to be sold or transferred may be sold or transferred pursuant amended to an exemption from effectuate such registration; (C) waiver such that no obligation on the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) part of the Subscriber who agrees Company to sell pay or otherwise transfer provide the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber waived amount shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementoccur.

Restrictions. Each Subscriber understands BSP acknowledges and agrees that, notwithstanding the licenses set forth in this Section 3: (i) The 3.8.1 BSP, its Affiliates and its sublicensees shall not offer for sale or resale of all sell the BSP Array outside the applicable BSP Designated Country and shall not knowingly (after using Commercially Reasonable Efforts to determine the same) perform or permit any portion Third Party to perform any Assay on Specimens that were collected from patients at a facility outside the applicable BSP Designated Country. 3.8.2 BSP, its Affiliates and its sublicensees shall not manufacture or have manufactured the BSP Array in any jurisdiction in which BSP knows or should know Prometheus’ Intellectual Property rights will not be respected; notwithstanding this restriction, if BSP is entitled to exercise its license under Section 3.3, BSP shall be entitled to manufacture or have manufactured the BSP Array in any jurisdiction [***], provided that it uses reasonable processes and controls to protect the Prometheus Technology which are no less than those it uses with respect to protecting its own Intellectual Property in such jurisdiction. 3.8.3 Unless otherwise expressly approved by Prometheus in writing (such decision to be made after good faith discussions with BSP and knowledgeable regulatory counsel), BSP, its Affiliates and its sublicensees shall not (a) seek Regulatory Approval for the BSP Array in any Restricted Country, (b) Commercialize the BSP Array in any Restricted Country or (c) transfer any Prometheus Technology to any Restricted Country, and/or (d) take any other action in or with respect to any Restricted Country which could cause Prometheus or its Affiliates to violate any United States export laws. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 3.8.4 The parties shall use Commercially Reasonable Efforts to work together to comply with the intent of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be restrictions set forth in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement3.8.

Restrictions. Each Subscriber understands In recognition of the considerations described herein, Employee agrees that: (ia) The sale Without limiting the generality of Section 2 above, Employee acknowledges and agrees that given the extent and nature of the confidential and proprietary information he will obtain during the course of his employment with the Company, it would be inevitable that such confidential information would be disclosed or resale of all utilized by Employee should he obtain employment from or otherwise become associated with any person or entity engaged in any activity directly competitive with any business then carried on by, or anticipated to be carried on by, the Company or any portion of its Subsidiaries (a "COMPETITOR"). Consequently, prior to the termination of Employee's services under this Agreement, Employee shall not, without the prior written consent of the Securities has not been and is not being registered under Board, directly or indirectly, own, manage, operate, join, control or participate in the Securities Act ownership, management, operation or control of, or be employed by or connected in any applicable state manner with, any Competitor. Notwithstanding the foregoing, Employee may acquire or hold, solely for investment, publicly traded securities lawsof any corporation, and all so long as such securities, in the aggregate, constitute less than five percent (5%) of any class or any portion series of the Securities may not be transferred unless:outstanding securities of such corporation. (Ab) During the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber term of Employee's employment and at all times thereafter, Employee shall have delivered hold in secrecy all trade secrets and confidential information relating to the Company's (and its Subsidiaries') business and affairs that come to his knowledge while employed by the Company (excluding information that is or becomes publicly known or available for use through no fault of Employee), at including but not limited to: (i) matters of a business nature, such as information about costs, profits, markets, sales, lists of customers, lists of clients and other information of a similar nature, (ii) plans or strategies for development of the cost business of the Company and (iii) matters of a technical nature. Except as required in the performance of Employee's duties to the Company under this Agreement, Employee shall not use for his own benefit or disclose to any person (except as required by law or legal process, provided Employee shall undertake to give the Company notice prior to such disclosure and shall comply with any applicable protective order or equivalent), directly or indirectly, such matters unless such use or disclosure has been specifically authorized in writing by the Company in advance. (c) Until termination of Employee's services under this Agreement and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, hire, offer to hire, entice away, or in any other manner persuade or attempt to persuade any officer, employee, agent, representative, customer, client, performer or songwriter of the Company or any Subsidiaries, to discontinue his or her relationship with the Company or any Subsidiary of the Company. This provision shall not apply, a customary opinion however, after termination of counsel that shall be in form, substance and scope reasonably acceptable to Employee's services if his employment is terminated by the Company, to the effect that the Securities to be sold or transferred may be sold or transferred Company other than pursuant to an exemption from such registration; (CSections 7(a), 7(b) the Securities are sold or transferred to an “affiliate” (as defined in Rule 1447(c) of the Subscriber who agrees to sell above or otherwise transfer the Securities only in accordance with this Section 5(a) and who if Employee's employment is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold terminated by Employee pursuant to Rule 144; or (ESection 7(d) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementabove.

Restrictions. Each Subscriber understands thatUnless as otherwise permitted under any other contract between PRG and Strategic II, Strategic II agrees that if it should resell or otherwise transfer the Shares it will do so only: (ia) The sale to PRG, any affiliate thereof, or resale as specified in Section 4.10 hereof; (b) to an accredited investor, including to any affiliate of all or any portion Strategic II, that, prior to the transfer, furnishes to PRG a signed letter containing representations and agreements relating to the restrictions on transfer of the Securities has not been and Shares reasonably acceptable to PRG and, if PRG requests, an opinion of counsel reasonably acceptable to PRG to the effect that the transfer is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold made pursuant to an effective exemption from, or in a transaction not subject to, the registration statement under requirements of the Securities Act; (Bc) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an another available exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, registration provided under the Securities Act; , if available, provided that the representations and agreements and opinion described in (Db) the Securities above are sold pursuant to Rule 144delivered, if requested by PRG; or (Ed) the Securities are sold pursuant to Regulation S a registration statement which has been declared effective under the Securities Act (or a successor rule); andand which continues to be effective at the time of such transfer. Strategic II agrees that it will give each person to whom it transfers such Shares notice of any restrictions on transfer of such Shares, in each caseif then applicable. Strategic II acknowledges that PRG will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agrees that if any of the acknowledgements, representations, warranties and agreements deemed to have been made by it by its purchase of the Shares are no longer accurate, it shall promptly notify PRG. Strategic II acknowledges that none of PRG, the Subscriber shall Sellers or any person representing PRG or the Sellers has made any representation to it with respect to PRG or the offering or sale of any Shares, other than the information contained in the Offering Documents, which Offering Documents have been delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance it and scope reasonably acceptable upon which it is making its investment decision with respect to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementShares.

Restrictions. Each Subscriber The Holder acknowledges that the Common Shares acquired upon the exercise of this Warrant, if not registered, or unless Rule 144 is available, will have restrictions upon resale imposed by state and federal securities laws. The Holder understands that: (i) The sale or resale of all or any portion of that the Securities has are “restricted securities” and have not been and is not being registered under the Securities Act or any applicable state securities laws, law and all is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any portion part thereof in violation of the Securities may not be transferred unless: (A) the Act or any applicable state securities law, has no present intention of distributing any of such Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost in violation of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in each case, the Subscriber shall have delivered to the Company, at the cost violation of the Company, a customary opinion of counsel, in form, substance Securities Act or any applicable state securities law (this representation and scope reasonably acceptable warranty not limiting the Holder’s right to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, sell the Securities may be pledged as collateral pursuant to any registration statement or otherwise in connection compliance with a bona fide margin account applicable federal and state securities laws). The Holder is acquiring the Securities hereunder in the ordinary course of its business. The Common Shares acquired upon the exercise of this Warrant shall bear the following or other lending arrangementsimilar legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictions. Each Subscriber understands that: (ia) The sale Except as otherwise provided for in this Agreement, the Restricted Stock Units or resale of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities rights granted hereunder may not be transferred unless:sold, pledged, assigned,, hypothecated, transferred, or disposed of in any manner until the Restricted Stock Units become vested in accordance with Section 2 and the Shares are issued under Section 3. Any Shares issued by the Company pursuant to the grant of Restricted Stock Units under this Agreement shall not be transferable (within the meaning of the EESA), except to the extent permitted under the EESA. The period of time between the date hereof and the date the Restricted Stock Units become fully vested and transferable is referred to herein as the “Restriction Period.” To enforce any restrictions on the Shares, the Administrator may require the Employee to deposit the certificates representing the Shares, with stock powers or other transfer instruments approved by the Administrator endorsed in blank, with the Company or an agent of the Company to hold in escrow until the transfer restrictions have lapsed or terminated. The Administrator may also cause a legend or legends referencing the transfer restrictions be placed on the certificates. (Ab) If the Securities are sold pursuant Employee’s employment with the Company is terminated at any time for any reason other than as a result of the Employee’s death or “disability,” as defined in the EESA, prior to an effective registration statement the Vesting Date (“Cessation of Employment”), all Restricted Stock Units granted hereunder shall, with no further action by the Company required, be forfeited by, and no further rights shall accrue to, the Employee. In the event Employee’s employment with the Company terminates prior to the Vesting Date due to the Employee’s death or “disability,” as defined in the EESA, and provided Employee’s rights in respect of the Restricted Stock Units have not previously terminated, the vesting of Employee’s Restricted Stock Units shall be accelerated, but the Shares shall not become transferable until the Restriction Period has lapsed, except to the extent permitted under the Securities Act;EESA. (Bc) the Subscriber Employee shall have delivered be required to return to the CompanyCompany the Restricted Stock Units or, at where applicable, the cost fair market value of the Company, a customary opinion Shares as of counsel that shall be the date they became transferable (without reduction for any Shares applied to satisfy tax withholding or other obligations in form, substance and scope reasonably acceptable to the Companyrespect of such Shares), to the effect extent the Company determines that the Securities they were granted or issued based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues, gains or other performance metric criteria that are later found to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”materially inaccurate, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Companyextent provided in the EESA, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementnotwithstanding any vesting schedule herein.

Restrictions. Each Subscriber understands that: (i) The ON You agree that the Option Shares may not be sold, RESALE transferred, pledged or otherwise disposed of until the repurchase rights with respect to those Option Shares expire. By signing this Agreement, you agree not to sell any Option Shares at a time when applicable laws, regulations or Company or underwriter trading policies prohibit a sale. You represent and agree that the Option Shares to be acquired upon exercising this Option will be acquired for investment, and not with a view to the sale or resale distribution thereof. In the event that the sale of all or any portion of Option Shares under the Securities has not been and Plan is not being registered under the Securities Act of 1933, as amended, but an exemption is available which requires an investment representation or other representation, you shall represent and agree at the time of exercise that the Option Shares being acquired upon exercising this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. THE COMPANY'S In the event that you propose to sell, pledge or otherwise RIGHT OF FIRST transfer to a third party any Option Shares acquired REFUSAL under this Agreement, or any applicable state securities lawsinterest in such Option Shares, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Option Shares. If you desire to transfer Option Shares acquired under this Agreement, you must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Option Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Option Shares. The Company shall have the right to purchase all, and not less than all, of the Option Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in whole or in part. If the Company fails to exercise is Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Option Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different form those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Option Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Option Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the Option of paying for the Option Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.* The Company's Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Option Shares. The Company's Right of First Refusal shall terminate in the event that the Company's Common Stock is listed on an established stock exchange or is quoted regularly on the Nasdaq National Market. RIGHT OF Following termination of your Service for any reason, the REPURCHASE Company shall have the right to repurchase all of those unvested Option Shares that you have or will acquire under this Option. If the Company fails to provide you with written notice of its intention to purchase such Option Shares before or within 30 days of the date the Company receives written notice from you of your termination of Service, the Company's right to purchase such Option Shares shall terminate. If the Company exercises its right to purchase such Option Shares, the Company will consummate the purchase of such Option Shares within 60 days of the date of its written notice to you. The purchase price for any Option Shares repurchased shall be equal to the Exercise Price for those Option Shares ($.20 per share) and shall be paid in cash, or by cancellation of all or any a portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered any indebtedness owed by you to the Company. To secure its repurchase right, the Company shall retain the certificates representing Option Shares until such time as the repurchase rights expire as provided herein. Upon any exercise of repurchase rights, the Company shall be authorized to transfer or cancel the Option Shares so repurchased without any further actions of you. TRANSFER OF OPTION Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or designate a beneficiary. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual's interest in your Option in any other way. RETENTION RIGHTS Neither your Option nor this Agreement give you the right to be retained by the Company (or any subsidiaries) in any capacity. The Company (and any subsidiaries) reserve the right to terminate your Service at any time for any reason. SHAREHOLDER RIGHTS You, or your estate or heirs, have no rights as a shareholder of the cost Company until a certificate for the shares of the Company's Common Stock acquired upon exercise of this Option has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. ADJUSTMENTS On the event of a stock split, a stock dividend or a similar change in the outstanding Common Stock of the Company, a customary opinion the number of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost shares of the Company, a customary opinion of counsel, in form, substance 's Common Stock covered by this Option and scope reasonably acceptable the exercise price per share may be adjusted pursuant to the CompanyPlan. Notwithstanding the foregoing or anything else contained herein Your Option shall be subject to the contraryterms of the agreement of merger, liquidation or reorganization in the Securities event the Company is subject to such corporate activity. AMENDMENTS AND This Agreement may be pledged as collateral amended in connection with a bona fide margin account or other lending arrangementwriting signed by both ADMINISTRATION parties. The Committee shall have the sole discretion to interpret and administer this Agreement and to adopt rules and policies to administer and enforce this Agreement.

Restrictions. Each Subscriber understands that:(a) Except as provided under Section 4.1(c), the Company shall not issue any Equity Securities of any type or class (“Issuance Securities”) to any Person (the “Proposed Recipient”) unless the Company has offered each Qualified Holder and Jingdong (collectively, the “Preemptive Right Holders”) in accordance with the provisions of this Section 4 the right to purchase such Preemptive Right Holder’s pro rata share of such Issuance Securities for a per unit consideration, payable solely in cash, equal to the per unit consideration to be paid by the Proposed Recipient and otherwise on the same terms and conditions as are offered to the Proposed Recipient. Any Shareholder who is not a Preemptive Right Holder shall have no rights under this Section 4. (b) For the purposes of this Section 4, a Preemptive Right Holder’s pro rata share of Issuance Securities at any time shall be calculated as the product of (i) the number of Issuance Securities multiplied by (ii) a fraction, the numerator of which is the total amount of Preference Shares owned by such Preemptive Right Holder at such time, and the denominator of which is the total amount of Equity Securities in the Company at such time, in each case (for both the numerator and the denominator) on a fully diluted basis. (c) The sale or resale restrictions set out in Section 4.1(a) shall not apply to (i) any issuance of all or any portion Ordinary Shares upon the conversion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities lawsPreference Shares, and all or any portion (ii) issuance of the Securities may not be transferred unless: (A) the Securities are sold Shares pursuant to an effective registration statement under the Securities Act; IPO, (Biii) the Subscriber shall have delivered to the Company, at the cost issuance of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred Shares pursuant to an exemption from such registration; any ESOP(s), (Civ) the issuance of Equity Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (a bona fide equipment financing or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing leasing arrangements or anything else contained herein to the contrary, the Securities may be pledged bank financing transaction or as collateral consideration in connection with a bona fide margin account business acquisition by the Company, whether by merger, consolidation, amalgamation or other lending arrangementbusiness combination transaction, joint venture, sale or exchange of securities or other similar transaction involving the Company or a Group Company, (v) any Equity Securities issued in connection with any share split, share dividend, subdivision, combination, reclassification or other similar event in which all Preference Shares are entitled to participate on a pro rata basis, (vi) any Equity Securities issued as a dividend or distribution on Preference Shares or any event for which adjustment is made, (vii) any Series A Preference Shares issued pursuant to the Share Subscription Agreement or any Warrant, and (viii) any Equity Securities that are otherwise excluded by vote or written consent of holders of a majority of the Series A Preference Shares as a separate class.

Restrictions. Each Subscriber understands that: (ia) The sale or resale Securities may only be disposed of all or any portion of the Securities has not been in compliance with state and is not being registered under the Securities Act or any applicable state federal securities laws, and all or . In connection with any portion transfer of the Securities may not be transferred unless: (A) the Securities are sold other than pursuant to an effective registration statement under or Rule 144, to the Securities Act; (B) Company or to an affiliate of a Purchaser or in connection with a pledge, the Subscriber shall have delivered Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, at the cost form and substance of the Company, a customary which opinion of counsel that shall be in form, substance and scope reasonably acceptable satisfactory to the Company, to the effect that the such transfer does not require registration of such transferred Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act;. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement. (Db) The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities are sold pursuant to Rule 144; or in the following form: THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor ruleTHE “SECURITIES ACT”); and, in each caseAND, the Subscriber shall have delivered to the CompanyACCORDINGLY, at the cost of the CompanyMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, a customary opinion of counselOR IN A TRANSACTION NOT SUBJECT TO, in formTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementTHE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictions. (a) Each Subscriber understands that: (i) The sale or resale Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 1.2 and is not being registered under by Section 1.14 hereof, provided and to the Securities Act or any applicable state securities lawsextent such Sections are then applicable, and all or any portion of the Securities may not be transferred unless: (Ai) the Securities are sold pursuant to an effective there is then in effect a registration statement under the Securities Act; Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (Bii) the Subscriber such Holder shall have delivered notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel or other evidence reasonably satisfactory to the Company, at that such disposition will not require registration under the cost of Securities Act. Notwithstanding the Companyforegoing, a customary no such registration statement or opinion of counsel that shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in formaccordance with partnership interests, substance (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) to any of its affiliates (including but not limited to an affiliated fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, each an “Affiliated Entity”), provided in all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and scope Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel or other evidence reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification, or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlegend.

Restrictions. Each Subscriber understands that: (ia) The sale or resale Subject to this Section 1.2, Section 1.11 and Section 4.2 below, each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until the transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 1.2, Section 1.11, Section 1.13, Section 3.5, and Section 4, provided and to the extent such Sections are then applicable, and all obligations and duties of the Holder from whom such transfer is not being registered made with respect to any rights of such transferor under this Agreement that are being assigned to such transferee, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an Affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (C) to the Holder’s family member or trust for the benefit of an individual Holder, provided in the case of a transfer to an Affiliate and all cases enumerated in clauses (A) — (C) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares or Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Shares or Registrable Securities, as applicable, shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, and all the Company’s charter documents or any portion of other agreement between the Securities may not be transferred unless:Company and the Holder thereof): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (Ac) The Company shall promptly reissue unlegended certificates at the Securities are sold pursuant to an effective registration statement under request of any Holder thereof if the Securities Act; (B) the Subscriber Holder shall have delivered to the Company, at the cost of the Company, a customary obtained an opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlegend.

Restrictions. Each Subscriber understands thatThe Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. The Holder agrees not to offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a customary restricted securities legend. The Holder further represents as follows: (i) The sale or resale of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who Holder is an “accredited investor”, ” as defined in Rule 501(a) of Regulation DD under the Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Act; provided, however, that, subject to Section 4(a)(ii), the Holder may transfer this Warrant to other any FINRA member firms participating in the offering and the officers or partners thereof. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as amendedthey are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act;, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (Diii) The Holder acknowledges that it can bear the Securities are sold pursuant economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to Rule 144; or (E) ask questions and receive answers from the Securities are sold pursuant to Regulation S under Company regarding the Securities Act (or a successor rule); andterms and conditions of the offering of the Warrant and the business, in each caseproperties, the Subscriber shall have delivered to the Company, at the cost prospects and financial condition of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Restrictions. Each Subscriber understands that: (ia) The sale or resale Securities may only be disposed of all or any portion of the Securities has not been in compliance with state and is not being registered under the Securities Act or any applicable state federal securities laws, and all or . In connection with any portion transfer of the Securities may not be transferred unless: (A) the Securities are sold other than pursuant to an effective registration statement under or Rule 144, to the Securities Act; (B) Company or to an Affiliate or member, limited partner or other equityholder of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Subscriber shall have delivered Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, at the cost form and substance of the Company, a customary which opinion of counsel that shall be in form, substance and scope reasonably acceptable satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement. (b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. 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 Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who a financial institution that is an “accredited investor”, ” as defined in Rule 501(a) under the Securities Act and, if required under the terms of Regulation Dsuch arrangement, such Purchaser may transfer pledged or secured Securities 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 amendeda pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are registered under a registration statement, 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 to appropriately amend the list of selling stockholders thereunder. The Company further acknowledges and agrees that a Purchaser may from time to time enter into any interest, currency exchange rate, commodity price or other hedging arrangement in respect of its interests in any of the Securities, which arrangement would not be subject to notice to or approval of the Company and no legal opinion of legal counsel of the Purchaser shall be required in connection therewith. (c) Certificates evidencing the Securities shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act; , (Dii) the following any sale of such Securities are sold pursuant to Rule 144; or , (Eiii) the if such Securities are sold pursuant eligible for sale under Rule 144, without the requirement for the Company to Regulation S be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the events described in clauses (i)-(iv) in the immediately preceding sentence if required by the Transfer Agent to effect the removal of the legend hereunder. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a successor rule); andcertificate representing such Securities, as applicable, issued with a restrictive legend (or, in each casethe case of Securities held in book-entry form, of a request to remove the restrictive legend from such Securities) (such second Trading Day, the Subscriber shall have “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate (or written confirmation from the CompanyTransfer Agent of a book-entry position) representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates, at if any, for Securities subject to legend removal hereunder shall be transmitted by the cost Transfer Agent to the Purchaser by crediting the account of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to Purchaser’s prime broker with the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged Depository Trust Company System as collateral in connection with a bona fide margin account or other lending arrangementdirected by such Purchaser.

Restrictions. Each Subscriber understands thatThe holder of this Option, by acceptance hereof, represents, warrants and covenants as follows: (ia) The sale This Option and the right to purchase the Common Shares is personal to the holder and shall not be transferred to any other person, other than by will or resale the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may, at any time and from time to time, transfer all or any portion part of his rights under this Option and the right to purchase the Common Shares to his spouse or children, or to a trust created by the Optionee for the benefit of the Securities has not been Optionee or his immediate family or to a corporation or other entity controlled by the Optionee and is not being registered in which the Optionee or members of his immediate family have all of the economic interests. (b) The Company may postpone the issuance and delivery of Common Shares upon any exercise of the Option until (a) the admission of such Common shares to listing on any stock exchange or exchanges on which Common Shares of the Company of the same class are then listed and (b) the completion of such registration or other qualification of such Common Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable. The Optionee shall make such representations and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company, in light of the then existence or non-existence with respect to such Common Shares of an effective Registration Statement under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D1933, as amended, under to issue the Securities Act;Common Shares in compliance with the provisions of that or any comparable act. (Dc) The Company may cause the Securities are sold pursuant following legend to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (be set forth on each certificate representing Common Shares or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost any other security issued or issuable upon exercise of the CompanyOption unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, a customary opinion of counselAS AMENDED (THE "ACT"), in formAND MAY NOT BE OFFERED FOR SALE, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrarySOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementTHE AVAILABILITY OF WHICH IS ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.

Restrictions. Each Subscriber understands that: Except as otherwise provided herein, Tenant shall not enter into, or consent to, an Occupancy Transaction nor shall an Occupancy Transaction occur, without first procuring Landlord's consent (except that in the case of a non-consensual Occupancy Transaction, Tenant shall request Landlord's consent as soon as possible), and any attempt to do so without such prior written consent shall be void and at Landlord's option shall terminate this Lease. Subject to the provisions of the next succeeding paragraph hereof, Landlord shall not withhold its consent unreasonably but may condition such consent upon compliance with this Article. The parties agree, however, that the exact use, manner of operation of the Premises and conduct of business thereon by Tenant will have an impact on the quality and reputation of the Project. Accordingly, the parties agree that without limiting any other reasonable criteria which Landlord may utilize, Landlord may withhold its consent, and in so doing will not be deemed to be acting unreasonably, if Landlord in the exercise of reasonable business judgment determines that the Transferee has insufficient business reputation or experience in the operation of the business being conducted by Tenant (or by Tenant's then-current Transferee, if any), or that the financial condition of the Transferee is inadequate (notwithstanding that Tenant may remain liable) or that it is likely that the Transferee will not be able to generate the same level of Percentage Rental as would Tenant, or that the transfer may lead to a breach of this Lease. In the event that Tenant desires to gain Landlord's consent to a proposed Occupancy Transaction pursuant to this Article 19, Tenant shall provide Landlord with written request for consent to such Occupancy Transaction, accompanied by information reasonably sufficient to enable Landlord to evaluate Tenant's request for consent in accordance with the aforesaid factors. In the event that prior to the exercise by Tenant of its Option to extend the term of this Lease, Landlord consents to an Occupancy Transaction requested by Tenant where such consent is required under this Article XIX, then Tenant shall be relieved of liability under this Lease for the Option Term. Notwithstanding the foregoing, at any time within thirty (30) days after receiving Tenant's written notice of a proposed Occupancy Transaction, Landlord shall have the right, in its sole discretion, to either: (i) The sale grant or resale of all withhold its consent in accordance with the foregoing paragraph, accompanied by specific reason(s) for its decision in the event that Landlord denies consent; or any (ii) terminate this Lease with respect to the portion of the Securities has not been and is not being registered Premises that Tenant proposes to assign or sublease; Landlord's right to terminate this Lease under this section may be revoked if the Securities Act Tenant rescinds the assignment request within thirty (30) days after Landlord receiving Tenant's written notice of a proposed assignment or sublease. In the event of any applicable state securities lawssuch sublease or assignment approved by Landlord, and all or any portion Landlord shall receive [***] of the Securities may not be transferred unless: net sales price directly attributable to the Lease assignment/sublease (Ae.g., after deduction for Tenant's costs of sale (such as commissions, improvement costs, fees, etc.) and after deduction of the Securities unamortized value of Tenant's leasehold improvements and fixtures (after deducting any Landlord Construction Allowance) installed in the Premises by or at the direction of Tenant which are sold pursuant as part of the assignment or sublease, said unamortized value to an effective registration statement under be determined on a straight-line depreciation method allowed by the Securities Act; Internal Revenue Code of 1986 (Bas amended) the Subscriber shall have delivered assuming a useful life equal to the Company, remainder of the Lease Term (including the Option Term) at the cost time the improvement or fixture is placed in service or installed in or upon the Premises). Landlord shall notify Tenant of the Company, a customary opinion its consent or denial of counsel that shall be in form, substance and scope reasonably acceptable consent to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only any proposed Occupancy Transaction in accordance with the provisions of this Section 5(a) paragraph within 10 days after receipt of Tenant's written request and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant any *** Confidential treatment requested. 45 documents or information reasonably requested by Landlord and relating to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementsuch proposed Occupancy Transaction.

Restrictions. Each Subscriber understands that: (a) The Merger Shares are to be issued in transactions exempt from the registration requirements of the Securities Act. Purchaser’s reliance upon these exemptions is predicated in part upon Seller’s and each Owner’s representation and agreement that the Merger Shares will be acquired for the Owner’s own account and not with a view to, or for resale in connection with, any distribution or public offering. The Merger Shares may not be transferred or resold without (i) The sale or resale of all or any portion of the Securities has not been and is not being registered registration under the Securities Act or any and compliance with applicable state securities laws, and all or any portion (ii) an exemption from the registration requirements of the Securities Act and applicable state securities laws. Upon compliance with the requirements of this paragraph (a) and paragraph (b) of this Section 2.3, each Owner that is a limited liability company may not transfer the Merger Shares, or its right to receive Merger Shares, to the owner or owners of the equity interests in such limited liability company, provided that such transferees shall be transferred unless:subject to the restrictions set forth in this Section 2.3. (Ab) Each Owner shall deliver to Purchaser a representation letter and investor questionnaire in customary form that is reasonably acceptable to Purchaser (the Securities are sold pursuant “Representation Letter and Investor Questionnaire”) which shall include without limitation, representations that the Owner can bear the economic risk of its investment in the Merger Shares and, together with any “purchaser representative,” has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of an effective investment in the Merger Shares. Each Owner and its advisors, if any, has been provided and had the opportunity to review all of Purchaser’s documents filed with the Commission and have had access to additional materials relating to the business, finances and operations of the Purchaser and the opportunity to ask questions and receive answers concerning the terms and conditions of the offering. Each Owner acknowledges that he or it has consulted with his or its own consultant for any legal, financial or tax advice relevant to his or its decision to exchange its respective interests for the Merger Shares and that Purchaser has not provided any legal, financial or tax advice with respect to such decision. Each Owner understands that prior to the effectiveness of the registration statement contemplated by Section 9.10, the Merger Shares will be “restricted securities” under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred which may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S resold without registration under the Securities Act in only limited circumstances. Each Owner understands the resale limitations on the Merger Shares imposed by the Securities Act. Purchaser may, unless a registration statement is in effect covering such Merger Shares, place stop transfer orders with its transfer agent with respect to such certificates in accordance with Federal securities laws of the United States. (or a successor rule); andc) The certificates representing the Merger Shares initially shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, in each caseAS AMENDED (THE “ACT”) AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (d) Once any of the Merger Shares cease to be subject to the restrictions set forth above, the Subscriber shall have delivered to Owners may sell, transfer or trade the CompanyMerger Shares without restriction. At any time thereafter, at the cost request of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contraryany Owner, the Securities may legend referred to above shall promptly be pledged as collateral in connection with a bona fide margin account or other lending arrangementremoved from such Owner’s stock certificates.

Restrictions. Each Subscriber Notwithstanding the foregoing, IGEN understands and agrees that the above licenses to IGEN and its Affiliates shall not include: (a) the right to grant sublicenses or to convey any implied licenses, except to the limited extent expressly provided in Sections 2.1(a)(ii) and 2.2 and Article 5; (b) the right to Sell Roche Patented Enzymes (stand alone) for use with Component Systems made by or for IGEN or its Affiliates; (c) the right to convey with the Sale of any enzyme, Instrument or other product on a stand-alone basis, i.e. independent of the Sale of a Component System or a Complete Diagnostic Kit which has a Label License bearing the legends set forth in Article 5, the right to practice any process, method or test covered by a Valid Claim of any of the Licensed Patents; (d) the right to "have made" Roche Patented Enzymes; (e) the right to "have made" Licensed Products (other than Roche Patented Enzymes) by a Third Party (except as permitted by Section 2.4 below), and provided further that: (i) The sale all of such products so manufactured by such Authorized Third Party carry IGEN's or resale its Affiliates' own name and those trademarks, tradenames, brand names and/or labels that IGEN or its Affiliates is using on such products when Sold by IGEN or its Affiliates and, in the event that any such products also carry the name of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities lawssuch Authorized Third Party, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that it shall be in form, substance and scope reasonably acceptable to the Company, only to the effect that such Authorized Third Party manufactured such product, or a part thereof, for IGEN or its Affiliates and is otherwise consistent, including by its size and location, with recognition of the Securities product as an IGEN (or its Affiliate's) product; and (ii) all such products so manufactured by such Authorized Third Party are purchased by or otherwise transferred to IGEN or its Affiliates and/or otherwise sold by IGEN or its Affiliates to End-Users; and (iii) such Authorized Third Party manufacturing for IGEN shall not be sold a seller or transferred may be sold or transferred pursuant to an exemption from such registrationdistributor of unlicensed products (which products Infringe Valid Claims of the Licensed Patents) in connection with the manufacturing operations for IGEN; (Cf) the Securities are sold right, under Licensed Patents, for IGEN or transferred its Affiliates to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell perform or otherwise transfer engage in Diagnostic Services, other than clinical trials performed by or on behalf of IGEN or its Affiliates for purposes of clinical research and development of Licensed Products or the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) registration of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144Licensed Products; or (Eg) the Securities are sold pursuant right to Regulation S convey the necessary rights for End-Users to perform PCR based Diagnostic Services under the Securities Act (or Licensed Patents in the Licensed Fields, except in conjunction with the Sale of a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementComplete Diagnostic Kit.

Restrictions. Each Subscriber understands that: Notwithstanding anything to the contrary contained in this Guarantee and Security Agreement, none of the Collateral Agent, the Investor or any Grantor will take or instruct the Collateral Agent to take any action pursuant to this Guarantee and Security Agreement that (i) The sale would constitute or resale result in any assignment of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” Permit (as defined in Rule 144Section 4.03(a)) or any transfer of control of such Grantor or any Subsidiary of such Grantor if such assignment of a Permit or transfer of control would require under then existing law (including the written rules and regulations promulgated by the FCC) the prior approval of the Subscriber who FCC or any State PUC or (ii) would otherwise require the prior approval of the FCC or any State PUC, unless such approval has been obtained (as applicable) from such State PUC or from the FCC. Without limiting the generality of the foregoing, the Collateral Agent and the Investor each specifically agrees that (a) voting rights with respect to sell the Pledged Collateral will remain with the holders of such voting rights during the existence of an Event of Default unless and until any required prior approvals to the transfer of such voting rights have been obtained (as applicable) from such State PUC or otherwise transfer from the Securities only in accordance with FCC, and (b) during the existence of any Event of Default and foreclosure upon the Pledged Collateral by the Collateral Agent, there will be either a private or public sale of the Pledged Collateral, and (c) prior to the exercise of voting rights by the purchaser at any such sale, any consent of any State PUC or the FCC required pursuant to any State Communications Act or the Federal Communications Act (respectively) will be obtained. For the purposes of this Section 5(a) 6.04, "FCC" means the Federal Communications Commission or any other entity or agency that succeeds to its responsibilities and who is an “accredited investor”powers, "State Communications Acts" means the laws of any state in which any Grantor or any Subsidiary of such Grantor does business that govern the provision of communications services offered or performed by such Grantor or any Subsidiary of such Grantor within such state and are applicable to such Grantor or such Subsidiary of such Grantor, as defined in Rule 501(a) of Regulation Damended from time to time, and as amendedimplemented by the rules, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); andregulations, in each case, the Subscriber shall have delivered to the Company, at the cost and orders of the Company, a customary opinion applicable State PUC or any court of counsel, in form, substance competent jurisdiction and scope reasonably acceptable to "State PUC" means the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account public utility commission or other lending arrangementregulatory agency of any state in which any Grantor or any Subsidiary of such Grantor does business that is vested with jurisdiction over such Grantor or such Subsidiary of such Grantor and over State Communications Acts or the provision of communication services within such state.

Restrictions. Each Subscriber understands that: Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The GSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore's obligation to effect any Demand Filing or Underwritten Takedoxx Xxxxest pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if the GSC Investors have not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification or Underwritten Takedown Request. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) The sale or resale unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of all or any portion of the Securities has not been and is not being registered under the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of any applicable state securities lawsShelf Registration, 2 years (subject to extension at the request of the GSC Investors if all of the Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which Moore is a party are not satisfied, other than by reason of any brexxx xr failure by the GSC Investors or any portion other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration staxxxxxt or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a "LOCK UP PERIOD"), Moore shall notify the GSC Investors of the Securities may basis therefore and xxxxx not be transferred unless: required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospectux xx later than the later of (Aa) 120 days after the Securities are sold pursuant to an effective registration statement under the Securities Act; original demand and (B) 60 days after the Subscriber shall have delivered to the Company, at the cost end of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Black Out Period or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”Lock Up Period, as defined in Rule 501(a) the case may be; and PROVIDED, FURTHER, that Moore may postpone the filing of Regulation D, as amended, under the Securities Act; any Registration Statement and/or Xxxxdian Prospectus (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each casethe case of a Pending Event Suspension Period only, suspend the Subscriber effectiveness of any registration or qualification, suspend the use of any Prospectus and shall have delivered not be required to amend or supplement the CompanyRegistration Statement, at any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "PENDING EVENT SUSPENSION PERIOD") in the cost event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the CompanyBoard of Directors of Moore (the "BOARD"), result in the Registration Statement, and any rexxxxx Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a customary opinion material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with Moore has a bona fide margin business purpose for not then disclosing thx xxxstence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pending or ix xxxrently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms or any other lending arrangementform under xxx Xxxxxities Act appropriate for a public offering of such securities of Moore (other than a registration on Form S-8), or in an underwritten xxxlic offering pursuant to a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a "PENDING REGISTRATION SUSPENSION PERIOD") and, together with a Pending Event Suspension Period, a "BLACK OUT PERIOD"); PROVIDED, FURTHER, that any period suspended, including the Effectiveness Period, shall be extended by the number of days in any Black Out Period occurring during such Period.

Restrictions. Each Subscriber understands thatSubject to Clause 6 (Subordination on Insolvency) and except as permitted under Clause 8 (Permitted Enforcement), until the Senior Discharge Date none of the Senior Subordinated Finance Parties will, unless the Majority Senior Banks have previously agreed in writing: (a) demand payment of any Senior Subordinated Debt; (b) accelerate any of the Senior Subordinated Debt or otherwise declare any of the Senior Subordinated Debt prematurely due or payable on a Senior Subordinated Default or otherwise; (c) enforce any of the Senior Subordinated Debt by attachment, set-off, execution or otherwise; (d) (or will give instructions to the Security Agent to) crystallise any floating charge in the New Security Documents, appoint an administrative receiver or a receiver or have an administrator appointed or otherwise enforce the Security; (e) petition for (or vote in favour of any resolution for) or initiate, support or take any steps with a view to any Insolvency or any voluntary arrangement or assignment for the benefit of creditors or any similar proceedings involving an Obligor; (f) sue or bring or support any legal proceedings against any Obligor (or any of its Subsidiaries) in connection with the Senior Subordinated Debt, except that nothing in this paragraph (f) will restrict the bringing of proceedings solely for injunctive relief (or analogous proceedings in jurisdictions outside England and Wales) to restrain any actual or putative breach of the Senior Subordinated Finance Documents or for specific performance not claiming damages where doing so would not conflict with any other provision of this Agreement, (g) otherwise exercise any remedy for the recovery of any Senior Subordinated Debt; or (h) sue or bring or support proceedings against or make demand on the provider of any of the Third Reports (a Report Provider) in connection with the Third Reports or receive payment from any of the Report Providers in connection with any such suit, proceedings or demand if there is an aggregate limit on the amount of claims which may be brought by any of the Parties against such Report Provider and the aggregate amount of all such claims against that Report Provider might exceed the amount of any limitation of liability on which that Report Provider is entitled to rely, provided that in any case: (i) The sale a Senior Subordinated Finance Party must notify the Senior Agent before suing or resale of all bringing or any portion of the Securities has not been and is not being registered under the Securities Act supporting proceedings against or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, making a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or demand on a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral Report Provider in connection with a bona fide margin account or other lending arrangementthe Third Reports; and (ii) the Senior Finance Parties will be entitled to fill payment of their claims against that Report Provider in connection with any Third Report in priority to the claims of the Senior Subordinated Finance Parties against that Report Provider and each Senior Subordinated Finance Party will on demand pay to the Security Agent for application as provided in Clause 9 (Application of Proceeds of Enforcement) an amount equal to any amount received by it in breach of this Subclause.

Restrictions. Each Subscriber understands that(a) No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any other manner transfer, any Registrable Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale sale, transfer, hypothecation, assignment, pledge, encumbrance or resale other disposition of this share certificate and the shares Preferred Stock represented hereby are restricted by and are subject to all or any portion of the Securities has terms, conditions and provisions of that certain Registration Rights Agreement, dated as of ___________, 2009, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been and is not being registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws, and all laws or any portion of the Securities may not be transferred unless:pursuant to an exemption therefrom.” (Ac) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities are sold to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Act or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the registration requirements of the Securities are sold Act or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S 144 or Rule 144A promulgated under the Securities Act and (or a successor ruleii) in accordance with all applicable Laws (including, without limitation, all securities laws); and, . (e) The restrictions contained in each case, this Section 2.1 shall expire on the Subscriber shall have delivered to the Company, at the cost first anniversary of the Company, a customary opinion date of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementthis Agreement.

Restrictions. Each Subscriber understands that:(a) Except as provided in Section 2(c) and 3(b), if the Participant’s employment with the Corporation or a Subsidiary terminates during the Restriction Period, then effective upon the date of termination all then Restricted Shares shall automatically be forfeited to the Corporation. Employment will not be deemed to have terminated for this purpose by reason of a leave of absence approved by the Committee. (ib) The sale If the Participant retires from active service with the Corporation or resale of all or any portion a Subsidiary under the terms of the Securities has not been and is not being registered under Lydall, Inc. Defined Benefit Pension Plan during the Securities Act or any applicable state securities lawsRestriction Period, and effective upon retirement the then Restricted Shares will automatically be forfeited to the Corporation; except that, the Committee may, in its sole discretion, allow all or any portion of restrictions set forth in this Section 3 to lapse in their entirety with respect to the Securities may not then Restricted Shares. If the restrictions are allowed to lapse, certificates for the Restricted Shares will be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only Participant in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act;section 2(b). (Dc) None of the Securities are sold Restricted Shares, nor the Participant’s interest in any of the Restricted Shares, may be encumbered, sold, assigned, transferred, pledged or otherwise disposed of at any time during the Restricted Period. In the event of any such action, all then Restricted Shares (and all Retained Distributions with respect thereto) shall automatically be forfeited to the Corporation effective upon the date of such event. (d) If the Participant at any time forfeits Restricted Shares pursuant to Rule 144; orthis Agreement, the certificate or certificates for such Restricted Shares will be delivered by the Custodian to the Corporation. All of the Participant’s rights to and interest in the Restricted Shares shall terminate upon forfeiture without payment of consideration. (Ee) The Participant shall sign and deliver to the Securities Corporation the stock powers attached hereto relating to the Restricted Shares (in accordance with Section 1(b) hereof). If Restricted Shares are sold pursuant to Regulation S forfeited under the Securities Act (or a successor rule); and, in each casethis Agreement, the Subscriber Corporation shall have delivered direct the Transfer Agent and Registrar of the Corporation’s Common Stock to make appropriate entries upon their records showing the cancellation of the certificate or certificates for the Restricted Shares and to return the shares represented thereby to the Company, at Corporation’s treasury. The stock power gives the cost Custodian the authority to take any action necessary to effect the transfer of shares to the Corporation. The stock power or powers will be returned to the Participant upon expiration of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral applicable Installment Restriction Period. (f) The Committee shall make all determinations in connection with a bona fide margin account this Agreement, including determinations as to whether an event has occurred resulting in the forfeiture of or other lending arrangementlapse of restrictions on Restricted Shares and all such determinations of the Committee shall be final and conclusive.

Restrictions. Each Subscriber understands that: Neither the Depositor nor any Certificateholder shall direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Transaction Documents or would be contrary to Section 2.3 hereof nor shall the Owner Trustee be permitted to follow any such direction, if given. In addition, the Issuer shall (a) maintain its financial and accounting books and records separate from those of any other entity, (b) maintain its office and bank accounts separate from any other Person and hold itself out as a separate entity from the Depositor, the Certificateholders and any of their Affiliates and, (c) not commingle its assets with those of any other Person, (d) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any other Person, (e) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and not pay the indebtedness, operating expenses and liabilities of any other Person, including the Depositor or the Certificateholders, (f) observe all formalities required under the Delaware Statutory Trust Act and other formalities required by the Transaction Documents, (g) not guarantee or become obligated for the debts of any other Person, (h) not hold out its credit as being available to satisfy the obligation of any other Person, (i) The sale other than as expressly set forth herein, not make loans to any other Person or resale buy or hold evidence of indebtedness issued by any other Person, (j) other than as expressly set forth herein, not pledge its assets for the benefit of any other Person, (k) not conduct any business in the name of the Depositor or any Certificateholder, (l) correct any known misunderstanding regarding its separate identity, (m) not identify itself as a division of any other Person, (n) other than as expressly set forth herein, conduct business with the Depositor and the Certificateholders and any Affiliate thereof on an arm’s-length basis, (o) maintain adequate capital in light of its contemplated business operations, and (p) maintain appropriate records of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementappropriate actions.

Restrictions. Each Subscriber understands that: Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Xxxxx'x obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) The sale or resale of all or any portion unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Xxxxx is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a "Lock Up Period"), Xxxxx shall notify CLGI of the basis therefore and shall not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, Xxxxx will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that Xxxxx may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "Pending Event Suspension Period") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Xxxxx (the "Board"), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Xxxxx has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Xxxxx, for its own account or the account of others, has pending or is not being registered currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form X-0, X-0 or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of Xxxxx (other than a registration on Form S-8), or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold in an underwritten public offering pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); andCanadian Prospectus, in each casecase in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a "Pending Registration Suspension Period") and, the Subscriber shall have delivered to the Company, at the cost of the Companytogether with a Pending Event Suspension Period, a customary opinion "Black Out Period"); provided, further, that any period suspended, including the Effectiveness Period, shall be extended by the number of counsel, days in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementany Black Out Period occurring during such Period.

Restrictions. (a) Each Subscriber understands that: (i) The sale Holder agrees not to sell, pledge, transfer or resale otherwise make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2 and Section 1.14, to the extent such Sections are then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not been and is not being registered require registration under the Securities Act or any applicable state securities laws. Notwithstanding the foregoing, and all no such registration statement or any portion opinion of the Securities may not counsel shall be transferred unless: necessary for a transfer without consideration by a Holder which is (A) the Securities are sold pursuant a partnership to an effective registration statement under the Securities Act; its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the Subscriber limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, (D) to the Holder’s Immediate Family Member or trust for the benefit of an individual Holder or of the Holder’s Immediate Family, or (E) the transfer of any or all of the Shares during a Holder’s lifetime by gift or on such Holder’s death by will or intestacy to such Holder’s Immediate Family, provided that in all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE INVESTORS RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have delivered to the Company, at the cost of the Company, a customary obtained an opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification, or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlegend.

Restrictions. (a) Each Subscriber understands that: (i) The sale or resale Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 1.2 and is not being registered under Section 1.13, provided and to the Securities Act or any applicable state securities lawsextent such Sections are then applicable, and all or any portion of the Securities may not be transferred unless: (Ai) the Securities are sold pursuant to an effective there is then in effect a registration statement under the Securities Act; Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (Bii) the Subscriber such Holder shall have delivered notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, at that such disposition will not require registration under the cost Securities Act. It is agreed that the Company will not require opinions of counsel for standard Rule 144 transactions. Notwithstanding the Companyforegoing, a customary no such registration statement or opinion of counsel that shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in formaccordance with partnership interests, substance (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) an individual to the Holder’s family member or trust for the benefit of such individual Holder, provided in the case of a transfer to an affiliate and scope all cases enumerated in clauses (A) — (D) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlegend.

Restrictions. Each Subscriber understands that: This Option, and the Option Shares or any other security issuable upon exercise of this Option may not be assigned, transferred, sold, or otherwise disposed of unless (i) The sale or resale of all or any portion of the Securities has not been and there is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective in effect a registration statement under the Securities Act of 1933, as amended (the “Act; ”) covering such sale, transfer, or other disposition or (Bii) the Subscriber shall have delivered Holder furnishes to the Company, at the cost of the Company, a customary Company an opinion of counsel that shall be in formcounsel, substance and scope reasonably acceptable to counsel for the Company, to the effect that the Securities proposed sale, transfer, or other disposition may be effected without registration under the Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company’s counsel shall reasonably request. Any Option Shares issued upon the exercise of this Option shall bear substantially the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OR TRANSFER AGENT MAY BE REQUIRED.” The Company shall register this Option, upon records to be sold maintained by the Company or transferred on behalf of the Company for that purpose (the “Option Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Option as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual written notice to the contrary from the Holder. Upon thirty (30) days’ prior written notice to the Holder, the Company may appoint an Option agent (the “Option Agent”) to maintain the Option Register. Either the transfer agent for the Company or a third party may be sold or transferred pursuant to an exemption from such registration; (C) appointed by the Securities are sold or transferred to an “affiliate” (Company as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the CompanyOption Agent, at the cost Company’s sole discretion. The Company shall remain responsible for the contents of the CompanyOption Register, a customary opinion notwithstanding the appointment of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementan Option Agent.

Restrictions. Each Subscriber understands thatNotwithstanding the sale of the Intellectual Property to ------------ IYI, both IYI and YSI understand and agree that the ownership rights in and to the Intellectual Property transferred to IYI by this Agreement shall be subject at all times to, and limited by the following restrictions: (a) All rights of IYI in and to the Intellectual Property (and all improvements, and enhancements thereto) shall terminate, and revert back to YSI, immediately upon the occurrence of any of the following events: (i) The sale a voluntary or resale involuntary petition or action under Title 11 of the United States Code is filed by or against IYI, provided that so long as IYI retains control of all of its assets and there is no intent by any party to sell any of the Intellectual Property, the reversion right shall not apply, or (ii) IYI makes a general assignment for the benefit of its creditors. Accordingly, from and after the occurrence of any of the events listed in this paragraph 4(a), IYI shall have no further rights in or to, including the right to use, the Intellectual Property (or the improvements or enhancements thereto), but all rights in and to the Intellectual Property (and all improvements and enhancements thereto) shall thereafter be the rights of YSI. (b) IYI agrees to hold the Intellectual Property in confidence and to protect the value of the Intellectual Property in any way reasonably necessary in order to sustain such value. (c) It is understood and agreed by the parties that any products and services created by IYI in the course of its business are the exclusive property of IYI, and IYI may sell, convey, give, donate or otherwise transfer or disclose or license or grant any other permission to use such products and services at any time to any person or entity, regardless of whether or not such person directly or indirectly competes with YSI, and regardless of whether such products contain or are based upon any part of the Intellectual Property. It is further understood and agreed by the parties that IYI may create intellectual property in the same field or on the same topic as the Intellectual Property, and IYI may sell, convey, give, donate or otherwise transfer or disclose or license or grant any other permission to use such intellectual property at any time to any person or entity, regardless of whether or not such person directly or indirectly competes with YSI. Notwithstanding the foregoing, without the written consent of YSI, IYI shall not at any time sell, convey, give, donate or otherwise transfer or disclose the Intellectual Property, or any portion of the Securities has not been and is not being registered under the Securities Act thereof, or any applicable state securities lawsenhancements or modifications thereto, and all or any rights associated therewith, including any license or other permission to use the Intellectual Property or any portion thereof, to any person or entity (including without limitation any subcontractor of IYI) other than (i) a disclosure of the Securities may not be transferred unless: (A) the Securities are sold pursuant Intellectual Property to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered any employee or other agent, including any subcontractor, of IYI to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from whom such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who disclosure is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral necessary in connection with the business of IYI permitted by this Agreement, (ii) any transfer or disclosure to YSI or any subsidiary of YSI, or (iii) any transfer to any party in connection with the sale by IYI of its business as a bona fide margin account whole, if and only if, the purchaser thereof purchases the Intellectual Property, or portion thereof, subject to all of the terms and conditions of this Agreement and the License Agreement. (d) In the event that IYI attempts to make a sale, conveyance, gift, donation, lease, license or other lending arrangementtransfer or disclosure in violation of paragraph 4(c), all rights of IYI in and to the Intellectual Property (including any improvements or enhancements thereto) shall immediately terminate and revert back to YSI, and IYI shall have no further rights in or to, including the right to use, the Intellectual Property (or the improvements or enhancements thereto), but all rights in and to the Intellectual Property (and all improvements and enhancements thereto) shall thereafter be the rights of YSI; provided, however, that upon discovery of any such violation, YSI shall promptly notify IYI of the violation or alleged violation, and IYI shall have the opportunity to cure such violation by (i) canceling any agreement to sell, convey, gift, donate, lease, license or other transfer or disclosure; (ii) obtaining the complete recovery of all Intellectual Property so transferred or disclosed; and (iii) obtaining an agreement, enforceable by YSI, from the party to whom transferred or disclosed, not to use or disclose such Intellectual Property, all to the reasonable satisfaction of YSI.

Restrictions. Each Subscriber understands that: Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Xxxxxx obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) The sale or resale of all or any portion unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Xxxxx is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a "Lock Up Period"), Xxxxx shall notify CLGI of the basis therefore and shall not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, Xxxxx will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that Xxxxx may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "Pending Event Suspension Period") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Xxxxx (the "Board"), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Xxxxx has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Xxxxx, for its own account or the account of others, has pending or is not being registered currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form X-0, X-0 or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of Xxxxx (other than a registration on Form S-8), or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold in an underwritten public offering pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); andCanadian Prospectus, in each casecase in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a "Pending Registration Suspension Period") and, the Subscriber shall have delivered to the Company, at the cost of the Companytogether with a Pending Event Suspension Period, a customary opinion "Black Out Period"); provided, further, that any period suspended, including the Effectiveness Period, shall be extended by the number of counsel, days in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementany Black Out Period occurring during such Period.

Restrictions. Each Subscriber understands that: Except in connection with (i) The a Third Party Offer as provided in Section 2.1 or (ii) a registered Public Offering pursuant to Article IV, no Shareholder shall, sell, pledge, assign, grant a participation interest in, encumber or otherwise transfer or dispose of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise (a "Transfer") without the prior written consent of KMOC, which shall not be unreasonably withheld, except in accordance with one of the following: a. subject to compliance with the provisions of Section 3.2, pursuant to a sale to any one Person or resale group in an amount less than 5% of the outstanding securities of any class of KMOC; PROVIDED, HOWEVER, that the aggregate of such sales made by the Shareholders as a group in any one year shall not exceed 10% of the outstanding securities of any class of KMOC; b. pursuant to a merger, consolidation or other business combination involving Waldo, where Waldo is not the surviving entity, or a sale of all or any portion substantially all of the Securities has not been and is not being registered under the Securities Act or any applicable state securities lawsWaldo's assets; PROVIDED, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the CompanyHOWEVER, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities surviving or purchasing entity agrees to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) bound by the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) terms of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144Agreement; or (E) the Securities are sold c. pursuant to Regulation S under a Transfer of Shares by Waldo to a Wholly Owned Subsidiary of Waldo, from a Wholly Owned Subsidiary of Waldo to Waldo or between Wholly Owned Subsidiaries of Waldo (any such transferee shall be referred to herein as a "Permitted Transferee"), provided that in the Securities Act (or a successor rule); andcase of any such Transfer, in each caseWaldo shall have provided KMOC with written notice of such proposed Transfer at least 15 days prior to consummating such Transfer stating the name and address of the Permitted Transferee, the Subscriber relationship between Waldo and the Permitted Transferee, and the Permitted Transferee shall have delivered executed a copy of this Agreement as a shareholder of KMOC. If any Permitted Transferee to whom Shares have been Transferred pursuant to this Section 3.1 by Waldo ceases to be a Permitted Transferee, such Shares shall be Transferred back to Waldo immediately prior to the Company, at the cost time such Person ceases to be a Permitted Transferee of the Company, a customary opinion Waldo. Waldo and such Permitted Transferee shall be jointly and severally liable for any breach of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementthis Agreement by such Permitted Transferee.

Restrictions. Each Subscriber understands that:(a) No Equityholder shall sell, assign, pledge, or in any manner, transfer any Equity Securities or any right or interest therein, to any Person (each such action, a "Transfer") except for Permitted Transfers. (ib) From and after the date hereof, all certificates representing shares of Common Stock held by any Stockholder shall bear a legend which shall state as follows: The sale or resale shares represented by this certificate are subject to certain restrictions against transfer set forth in an Equityholders Agreement, dated as of all or any portion February 9, 1998, as may be amended from time to time. A copy of such Equityholders Agreement has been filed in the chief executive office of the Securities has Company in the State of Michigan, where the same may be inspected daily during business hours. (c) In addition to the legend required by Section 2.1(b) above, all certificates representing shares of Common Stock held by any of the Stockholders shall bear a legend which shall state as follows: The shares represented by this certificate have not been and is not being registered under the Securities Act or any applicable state securities lawsof 1933, as amended (the "Securities Act"), and all or any portion of the Securities such shares may not be offered, sold, pledged or otherwise transferred unless: except (A1) pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities are sold Act or (2) pursuant to an effective registration statement under the Securities Act;, in each case in accordance with any applicable securities laws of any State of the United States. (Bd) Promptly upon the Subscriber execution and delivery of this Agreement, each Stockholder currently holding shares of Common Stock shall have delivered deliver to the Company, at the cost Secretary of the Company, a customary opinion Plastics all certificates then held by such Stockholder representing such shares of counsel that Common Stock which do not have such legends affixed thereto as are required by this Section 2.1. Plastics shall cause such legends to be in form, substance affixed promptly to each of such certificates and scope reasonably acceptable such certificates to be returned promptly to the Companyregistered holder thereof. (e) The Company and Plastics, to agree that it will not cause or permit the effect that the Transfer of any Equity Securities to be sold made on its books unless the Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (f) Each Equityholder agrees that it will not effect any Transfer of Equity Securities unless such Transfer is made (i) pursuant to an effective registration statement under the Securities Act or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the registration requirements of the Securities are sold or transferred to an “affiliate” Act and (as defined in Rule 144ii) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) any applicable securities laws of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost any State of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementUnited States.

Restrictions. (a) Each Subscriber understands that: (i) The sale or resale Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 1.2 and is not being registered under Section 1.14, provided and to the Securities Act or any applicable state securities lawsextent such Sections are then applicable, and all or any portion of the Securities may not be transferred unless: (Ai) the Securities are sold pursuant to an effective there is then in effect a registration statement under the Securities Act; Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (Bii) the Subscriber such Holder shall have delivered notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, at that such disposition will not require registration under the cost of Securities Act. Notwithstanding the Companyforegoing, a customary no such registration statement or opinion of counsel that shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in formaccordance with partnership interests, substance (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) – (D) that the transferee is subject to the terms of this Section 1.2 and scope Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification, or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlegend.

Restrictions. Each Subscriber understands that: (i) The sale Any agreement signed by Executive at the time of hire or resale during employment regarding non-disclosure; trade secrets; confidential or proprietary information; disclosure or ownership of all inventions, methods, processes or any portion of improvements; non-solicitation; or non-competition, including the Securities has not been and is not being registered under the Securities Act or any applicable state securities lawsNon-Competition, Non-Solicitation, and all Confidentiality Agreement, dated February 22, 2010 (“Non-Competition Agreement”), shall continue in full force and effect. Provided further and notwithstanding any language in the Non-Competition Agreement to the contrary, if, during the time or duration of any portion agreement signed by the Executive with the Company that would otherwise constitute a restriction to or upon the Executive in accordance with the terms of this Agreement, the Securities Executive shall be offered employment by another company or entity (including an entity in which he may not be transferred unless: a promoter or founder and equity holder) (Areferred to as the “Employment Opportunity”) that, if such Employment Opportunity be accepted by the Securities are sold pursuant Executive would or could directly or indirectly cause him to an effective registration statement under breach or to violate any restriction contained in this Agreement (or incorporated in this Agreement), the Securities Act; (B) Executive may present this Employment Opportunity to the Subscriber shall have delivered to Company and the Company, at its sole option and within its sole and exclusive discretion, may release the cost Executive from any restriction or may modify any such restriction. It is further expressly and clearly understood by the Executive and the Company that: (1) the Company shall have no obligation to release or to modify any such restriction for the benefit of the Executive and may deny the same for any reason whatsoever without explanation to the Executive, (2) any such release or modification agreed upon or granted shall be in writing signed by the Executive and the Company, a customary opinion of counsel that (3) any discussions between the Executive and the Company concerning the Employment Opportunity shall be in form, substance treated as confidential information by the Company and scope reasonably acceptable shall not be disclosed to third parties without the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) consent of the Subscriber who agrees to sell or otherwise transfer Executive in writing authorizing the Securities only same, (4) in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under evaluating the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each caseEmployment Opportunity, the Subscriber Company may conduct such due diligence as it may, within its sole discretion, deem appropriate properly to evaluate the Employment Opportunity as it shall have delivered or may relate to any restrictions binding the Company, at the cost Executive and its decision pertaining to release or modification of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementsame.

Restrictions. Each Subscriber understands that: Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The GSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Xxxxx’x obligation to effect any Demand Filing or Underwritten Takedown Request pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if the GSC Investors have not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification or Underwritten Takedown Request. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) The sale or resale of all or any portion unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of any Shelf Registration, 2 years (subject to extension at the request of the GSC Investors if all of the Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which Xxxxx is a party are not satisfied, other than by reason of any breach or failure by the GSC Investors or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Xxxxx is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a “LOCK UP PERIOD”), Xxxxx shall notify the GSC Investors of the basis therefore and shall not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, Xxxxx will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that Xxxxx may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a “PENDING EVENT SUSPENSION PERIOD”) in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Xxxxx (the “BOARD”), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Xxxxx has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Xxxxx, for its own account or the account of others, has pending or is not being registered currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form X-0, X-0 or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of Xxxxx (other than a registration on Form S-8), or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold in an underwritten public offering pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); andCanadian Prospectus, in each casecase in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a “PENDING REGISTRATION SUSPENSION PERIOD”) and, the Subscriber shall have delivered to the Company, at the cost of the Companytogether with a Pending Event Suspension Period, a customary opinion “BLACK OUT PERIOD”); PROVIDED, FURTHER, that any period suspended, including the Effectiveness Period, shall be extended by the number of counsel, days in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementany Black Out Period occurring during such Period.

Restrictions. Each Subscriber understands that: such Selling Stockholder severally covenants and agrees that (i) The sale it will not offer or resale sell any Resale Securities under the Resale Registration Statement until it has acknowledged receipt of copies of the Resale Prospectus as then amended or supplemented as contemplated by Section 3.1 and notice from Serologicals that the Resale Registration Statement and any post-effective amendments thereto have become effective; (ii) upon receipt of any notice from Serologicals contemplated by Section 3.1 or the receipt of a notice from Serologicals of the happening of an event as a result of which (a) the Resale Registration Statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein not misleading or (b) the Resale Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Selling Stockholders shall not offer or sell any Resale Securities pursuant to the Resale Registration Statement until the Selling Stockholders receive copies of a supplemented or amended Resale Prospectus and receive notice that any post-effective amendment has become effective, and, if so directed by Serologicals, each Selling Stockholder will deliver to Serologicals (at the expense of Serologicals) all copies in its possession, other than permanent file copies then in such Selling Stockholder's possession, of the Resale Prospectus as amended or supplemented at the time of receipt of such notice; (iii) the Selling Stockholders and any portion of its beneficial owners, officers, directors or affiliates, if any, will comply with the provisions of Regulation M promulgated by the SEC as applicable to them in connection with sales of Resale Securities pursuant to the Resale Registration Statement; (iv) each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will comply with the prospectus delivery requirements of the Securities has not been and is not being registered under the Act as applicable to them in connection with sales of Resale Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; Resale Registration Statement; and (Bv) the Subscriber each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will enter into such written agreements as Serologicals shall have delivered reasonably request to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; ensure compliance with clause (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(aiv) and who is an “accredited investor”, as defined in Rule 501(a(v) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Companyabove. Notwithstanding the foregoing or anything else contained herein any provision in this Rights Agreement to the contrary, Serologicals shall have no obligation under or pursuant to Section 2 or Section 3 of this Rights Agreement with respect to any Selling Stockholder who violates the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementprovisions of this Section 3.2.

Restrictions. Each Subscriber understands thatThe holder of this Option, by acceptance hereof, represents and warrants as follows: (a) This Option and the right to purchase Shares hereunder is personal to the holder and shall not be transferred to any other person, other than (i) The sale by will or resale the laws of all descent and distribution, or any portion (ii) pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option or such right, shall be null and void. (b) The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities has Act and applicable state statutes; the Shares have not been and is not being registered under the Securities Act or any applicable state securities laws, statutes and all or any portion of the Securities must be held and may not be transferred unless: (A) the Securities sold, transferred, or otherwise disposed of for value unless they are sold pursuant to an effective registration statement subsequently registered under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Act or transferred may be sold or transferred pursuant to an exemption from such registration; (C) registration is available, except as set forth herein; the Securities are sold Corporation is under no obligation to register the Option or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S Shares under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Shares may be practicably impossible; the Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION. (c) Regardless of whether the offering and sale of Shares have been registered under the Securities Act or a successor rule); andhave been registered or qualified under the securities laws of any state, the Corporation at its discretion may impost restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in each casethe judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the Subscriber shall have delivered to the Company, at the cost securities laws of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing any state or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or any other lending arrangementlaw.

Restrictions. Each Subscriber understands that(a) Notwithstanding the other provisions of this Clause 14, a Party may disclose Confidential Information which would otherwise be subject to the provisions of Clause 14.1, and may retain Confidential Information referred to in Clause 14.3, if and to the extent: (i) The sale it is required by applicable law to which such Party is subject or resale for the purpose of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Actjudicial proceedings; (Bii) it is required by any Authority to which it is subject or submits (whether or not the Subscriber shall have delivered to requirement for information has the Company, at the cost force of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registrationlaw); (Ciii) it is disclosed on a strictly confidential basis to its Associated Companies, its Representatives (or to the Securities are sold Representatives of its Associated Companies) or transferred a bona fide purchaser of Shares on a need to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Actknow basis; (Div) it was lawfully in its possession or in the possession of any of its Associated Companies or Representatives (in either case as evidenced by written records) free of any restriction as to its use or disclosure prior to it being so disclosed; (v) the Securities are sold pursuant information has come into the public domain through no fault of that Party or any of its Associated Companies or Representatives; (vi) each of the other Parties concerned has given prior written consent to Rule 144the disclosure; or (Evii) the Securities are sold pursuant it is required to Regulation S enable that Party to perform this Agreement or enforce its rights under the Securities Act (or a successor rule); andthis Agreement, in each caseand provided that, the Subscriber shall have delivered to the Companyextent permitted by applicable law and otherwise reasonable and practicable in the circumstances, at the cost any Confidential Information to be disclosed in reliance on paragraphs (i) or (ii) above shall be disclosed only after consultation with each of the Company, a customary opinion other Parties concerned and the Party intending to disclose the Confidential Information shall take into account the reasonable comments or requests of counsel, such other Parties. (b) Each of the Parties agrees that it shall not use Confidential Information for any purpose other than in form, substance and scope reasonably acceptable relation to the Company. Notwithstanding proper performance of its obligations and exercise of its rights under this Agreement (and the foregoing transactions contemplated hereby) or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account the Business. (c) Each of the Parties undertakes that it shall only disclose Confidential Information to any of its Associated Companies and Representatives if it is reasonably required for the purposes connected with this Agreement and only if the relevant Associated Company or other lending arrangementRepresentative is informed of the confidential nature of the Confidential Information and accepts equivalent restrictions to those accepted by the Party who discloses the Confidential Information. (d) The restrictions contained in this Clause 14.2 shall continue to apply after termination of this Agreement without limit in time.

Restrictions. Each Subscriber understands that(a) The shares of Restricted Stock are awarded to the Grantee on the condition that the Grantee remain in the employment of the Company or a Subsidiary throughout the Forfeiture Period (as defined below). (b) The Forfeiture Period for the shares of Restricted Stock awarded pursuant to this Agreement shall expire as of the later of: (i) The sale or resale of all or any portion the third anniversary of the Securities date of this Agreement; and (ii) the last day of the Company’s single fiscal year during which the Company has not been and is not being registered under the Securities Act or any applicable state securities lawsboth (A) net sales from operations of at least $______________, and all (B) operating income of at least ___ percent of net sales, excluding FAS 123R stock-based compensation expense and any one-time extraordinary expenses incurred in connection with an acquisition, merger or any portion other business combination. The determination of whether the conditions of (ii)(A) and (ii)(B) above have been satisfied shall be made by the Committee and approved by the Board at the Committee’s and Board’s sole discretion. If the conditions in (ii)(A) and (ii)(B) above are not satisfied by the last day of the Securities fifth full fiscal year after the date of this Agreement, then this Agreement shall expire and the Grantee shall forfeit the shares of Restricted Stock granted pursuant to this Agreement. (c) During the Forfeiture Period, the shares of Restricted Stock may not be transferred unless:sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of, and the Grantee agrees not to sell, exchange, transfer, pledge or otherwise dispose of any of such shares, or attempt to do so, during the Forfeiture Period. (Ad) During the Securities are sold pursuant to an effective registration statement under Forfeiture Period, the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); andCommittee, in each caseits discretion, but subject to approval by the Subscriber shall have delivered to the CompanyBoard, may modify and/or terminate this Agreement at the cost of the Company, a customary opinion of counsel, in form, substance any time and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementfor any reason.

Restrictions. Each Subscriber understands thatThe Company shall not issue any Equity Securities of any type or class to any Person (the “Proposed Recipient”) unless the Company has offered each holder of Series A-1 Preferred Shares, Series A-2 Preferred Shares or the Notes in accordance with the provisions of this Section 3 the right to purchase such Shareholder’s Pro Rata Share of such issuance (“Preemptive Rights”), and the right to oversubscribe if any other holder of Series A-1 Preferred Shares, Series A-2 Preferred Shares or the Notes elects not to purchase its Pro Rata Share of such Equity Securities (“Oversubscription Rights”), for a per unit consideration, payable solely in cash, equal to the per unit consideration to be paid by the Proposed Recipient and otherwise substantially on the same terms and conditions as are offered to the Proposed Recipient; provided, that the foregoing restriction shall not apply to any of the following issuances: (ia) The sale issuance of Shares upon the conversion, exercise or resale of all or any portion exchange of the Notes; (b) issuance of Ordinary Shares upon conversion of Preferred Shares; (c) issuance of Equity Securities has not been and is not being registered in accordance with any ESOP duly approved in compliance with this Agreement; (d) issuance of Shares pursuant to share splits or similar transactions duly approved in compliance with this Agreement; (e) issuance of Preferred Shares as contemplated under the Securities Act or any applicable state securities lawsPurchase Agreement, including issuance of Series A-1 Preferred Shares to PAG and all or any portion issuance of Ordinary Shares and Series A-2 Preferred Shares to the Securities may not be transferred unless: (A) Issuer and Ordinary Shares, Series A-3 Preferred Shares and Series B Preferred Shares to Cayman 2 in the Securities are sold pursuant to an effective registration statement under the Securities ActRollover Transactions; (Bf) issuance of Equity Securities for the Subscriber shall have delivered purpose of restructuring of the Group approved by PAG in writing; or (g) issuance of Equity Securities pursuant to the Companybona fide acquisition by a Group Member, at the cost of the Company, a customary opinion of counsel provided that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold such transaction or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only acquisition has been duly approved in accordance with this Section 5(a) Agreement and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementArticles.

Restrictions. Each Subscriber understands that: (i) The sale or resale of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged parties agree as collateral follows: (a) In the event that in connection with an underwritten public offering, the managing underwriter(s) shall in good faith impose a limitation on the number of securities which may be included in such Registration for marketing purposes, AMG shall not be required to register Registrable Securities in excess of such limitation, provided that the reduction in the number of securities which may be included in such Registration to comply with such limitation is imposed pro rata (based either (as determined by AMG, in its sole discretion) on relative number of securities held or relative number of securities sought to be included in such Registration) with respect to the Holders and all managers of companies providing Investment Management Services in which AMG may invest after the date hereof and which have so-called incidental or piggyback registration rights (it being understood that such limitation may be imposed as to all holders of such securities and the Holders prior to the imposition of any limitation on other holders of AMG securities). (b) If requested in writing by the managing underwriter(s), if any, of any underwritten public offering of AMG Stock, each Non-Manager Member and each Employee Stockholder (and their respective Permitted Transferees) agrees not to offer, sell, contract to sell or otherwise dispose of any shares of AMG Stock (or any securities convertible into or exchangeable for AMG Stock) except as part of such underwritten public offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering. (c) Following the effectiveness of a Registration (including, without limitation a Registration for sale on a delayed or continuous basis under Rule 415 under the Securities Act), each Holder and each Employee Stockholder agrees not to effect any sales of AMG Stock after they have received notice from AMG to suspend sales as a result of the commencement of any Suspension Period. Each Holder may recommence effecting sales of AMG Stock following further notice to such effect from AMG, which shall be given by AMG not later than five (5) business days after the conclusion of each Suspension Period. For purposes hereof, a "Suspension Period" shall mean the pendency or occurrence of an event that would make it impractical or inadvisable (i) to cause a Registration Statement to remain in effect or (ii) to permit the sale of AMG Stock by Holders and by limited partners, members or management employees of other entities in which AMG is a general partner or manager member (without prejudice to any particular holder), and shall include, without limitation, pending negotiations relating to, or consummation of, a transaction or the pendency or occurrence of any other event that would require additional disclosure of material information by AMG in a registration statement as to which AMG has a bona fide margin account business purpose for preserving confidentiality or other lending arrangementwhich renders AMG unable to comply with applicable legal requirements.

Restrictions. Each Subscriber understands that:(a) Except as otherwise permitted under Section 16 of ------------ the Exchange Act (including any rules promulgated thereunder), Optionee may not, if he is subject to liability under Section 16 of the Exchange Act, sell any Option Share issued hereunder until the expiration of the six (6) month period commencing on the Date of Grant, unless the same would either not result in liability under said Section 16 or the Optionee consents to such liability and consents to disgorge any profits relating thereto to the Company. (ib) The sale or resale Optionee may not exercise this Option if, and to the extent that, Option Shares issued hereunder would constitute "Excess Common Stock" as defined in Article Nine of all the Restated Bylaws of the Company (or any successor provision in the charter or bylaws of the Company or its successor in interest); provided, however, that with respect to that portion of the Securities has Option constituting the Incentive Stock Option, the restriction on exercise in this Section 8(b) shall not apply during the 90 day period immediately prior to the Expiration Date. (c) If pursuant to any provision hereof the Option would terminate on a date on which Optionee is prohibited from exercising all or a portion of the Option pursuant to Section 8(b), the term of the Option shall be extended with respect to that portion of the Option Shares which would constitute "Excess Common Stock" and shall terminate on the date which is 90 days after the date the Option may thereafter first be exercised with respect to such Option Shares without limitation pursuant to Section 8(b); provided that that portion of the Option constituting the Incentive Stock Option shall in any event expire on the Expiration Date. (d) Optionee acknowledges and agrees that the Option Shares issued hereunder shall be subject to the restrictions set forth in Article Nine of the Restated By-Laws of the Company (or any successor provision in the charter or bylaws of the Company or its successor in interest) and each certificate representing Option Shares will contain a legend substantially to the following effect (or as may be required to give notice of any successor provision in the charter or bylaws of the Company or its successor in interest): TRANSFER OF THESE SHARES IS SUBJECT TO RESTRICTIONS DESIGNED TO AVOID AN "OWNERSHIP CHANGE" WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUCH RESTRICTIONS ARE SET FORTH IN ARTICLE NINE OF THE RESTATED BYLAWS OF THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY SUCH RESTRICTIONS. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS CERTIFICATE UPON REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH RESTRICTIONS. (e) Optionee understands and acknowledges that the Option and Option Shares have not been and is not being registered under the Securities Act ACt of 1933, as amended (the "Securities Act"), or other applicable securities laws and represents that he is acquiring the Option and will acquire the Option Shares for his own account for investment and not with a view to any applicable state securities lawsdistribution thereof. Optionee acknowledges that, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold unless issued pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered statement, each certificate for Option Shares will contain a legend substantially to the Companyfollowing effect: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, at the cost of the CompanyAS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, a customary opinion of counsel that shall be in formSOLD, substance and scope reasonably acceptable to the CompanyASSIGNED, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”TRANSFERRED, as defined in Rule 501(a) of Regulation DPLEDGED, as amendedENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); andOR NOT SUBJECT TO REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, in each caseSELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, the Subscriber shall have delivered to the CompanySUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, at the cost of the CompanySALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementCERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

Restrictions. Each Subscriber understands that:ON TRANSFER ------------------------ (ia) The sale Each Holder agrees that such Holder will not transfer or resale otherwise reduce such Holder's risks relative to the shares of all or any portion Premiere Common Stock to be received by each Holder upon consummation of the Acquisition until such time as Premiere notifies the Holder that the requirements of ASR 130 and 135 have been met. Each Holder understands that ASR 130 and 135 relate to publication of financial results of post-closing combined operations of Premiere and VoiceCom. Premiere agrees that it will publish such results on or before the Annual Report Filing Date, and that it will notify the Holders promptly following such publication. Premiere shall be entitled to place restrictive legends on the shares of Premiere Common Stock issued to the Shareholders pursuant to the Stock Purchase to enforce the foregoing restrictions. (b) Prior to any proposed transfer of any Registrable Securities has not been and is not being registered (other than under the Securities Act or any applicable state securities lawscircumstances described in Section 3 hereof), and all or any portion the Holder thereof shall give written notice to Premiere of its intention to effect such transfer. Each such notice shall describe the manner of the Securities may not proposed transfer and, if requested by Premiere, shall be transferred unless: (A) the Securities are sold pursuant to accompanied by an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable satisfactory to the Company, Premiere to the effect that the Securities to be sold or transferred proposed transfer may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, effected without registration under the Securities Act; , whereupon such Holder shall be entitled to transfer the Registrable Securities in accordance with the terms of its notice. Each certificate or instrument transferred as above provided shall bear the legend set forth in Section 2(c), except that such certificate or instrument shall not bear such legend if (Di) such transfer is in accordance with the Securities are sold pursuant to provisions of Rule 144; or 144 (E) the Securities are sold pursuant to Regulation S or any other rule permitting public sale without registration under the Securities Act Act) or (or a successor rule); and, in each case, ii) the Subscriber shall have delivered opinion of counsel referred to above is to the Company, at further effect that the cost of the Company, transferee and any subsequent transferee would be entitled to transfer such Registrable Securities in a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, public sale without registration under the Securities may be pledged as collateral Act. (c) Each certificate evidencing Registrable Securities issued to any Holder in connection with the Acquisition ("Restricted Shares") shall bear a bona fide margin account or other lending arrangementlegend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." (d) In the event that any Restricted Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, Premiere shall, upon the written request of the Holder thereof, issue to such Holder a new certificate evidencing such Restricted Shares without the legend required by Section 2(c) hereof endorsed thereon.

Restrictions. Each Subscriber understands that(a) No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any other manner transfer, any Registrable Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale sale, transfer, hypothecation, assignment, pledge, encumbrance or resale other disposition of this share certificate and the shares Preferred Stock represented hereby are restricted by and are subject to all or any portion of the Securities has terms, conditions and provisions of that certain Stockholders Agreement, dated as of _____________, 2009, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been and is not being registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws, and all laws or any portion of the Securities may not be transferred unless:pursuant to an exemption therefrom.” (Ac) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities are sold to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Act or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the registration requirements of the Securities are sold Act or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S 144 or Rule 144A promulgated under the Securities Act and (or a successor ruleii) in accordance with all applicable Laws (including, without limitation, all securities laws); and, . (e) The restrictions contained in each case, this Section 2.1 shall expire on the Subscriber shall have delivered to the Company, at the cost first anniversary of the Company, a customary opinion date of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementthis Agreement.

Restrictions. Each Subscriber understands that: Without Buyer’s prior written approval, until the Closing Date, Seller shall not, and shall not cause or permit any Acquired Aether Entity to, (a) dispose of, Encumber, sell, convey, assign or otherwise transfer any of the Purchased Assets or any of the AAE Purchased Assets that are used in the Business, except for Inventory and supplies in the ordinary course of business consistent with past practice, (b) enter into any new, or amend any existing, severance Contract, deferred compensation or arrangements, plans or programs for the benefit of the Employees or future Employees of the Business or any of the Acquired Aether Entities or grant any such Persons an increase in employee compensation other than in the ordinary course of business or pursuant to a promotion consistent with past practice and except that this clause (b) shall not be applicable to any Person who elects not to become a Transferred Employee, (c) incur any capital expenditures for the Business or for the benefit of any of the Acquired Aether Entities, or any obligations or Liabilities in respect thereof, except for those incurred in the ordinary course of Business, (d) pay Liabilities of the Business other than in the ordinary course of business consistent with past practice, (e) delay or postpone the payment of Accounts Payable or other Liabilities of the Business other than in the ordinary course of business consistent with past practice, (f) incur any Liability (other than Liabilities incurred in the ordinary course of the Business, consistent with past practice, which in the aggregate will not be material to the Business), (g) waive, release or cancel any Claims against third parties or debts owing to Seller or any Acquired Aether Entity, (h) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of any Acquired Aether Entities’ capital stock or any other securities or amend any of the terms of any such securities; (i) The sale terminate, modify, amend, waive or resale of all otherwise alter or change any portion of the Securities has not been and is not being registered terms or provisions of any Material Contract or create any default under the Securities Act or terms of any applicable state securities laws, Material Contract; and all or (j) enter into any portion of Contract which if in existence on the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall date hereof would have delivered to the Company, at the cost of the Company, constituted a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (Material Contract or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementReal Property Lease.

Restrictions. Each Subscriber understands that: Except as permitted by Section 17.3(c), no Partner or Related Company shall sell, assign, transfer, or otherwise dispose of its controlling interest in its Related Company voluntarily or by operation of law, except to a company wholly owned, directly or indirectly, by such Partner or an Affiliate of the Partner, unless it shall have obtained the written consent of all the other Partners or shall have complied with the procedures set out below. Subject to the foregoing, any Partner ("Selling Partner") may sell its controlling interest in a Related Company provided that such proposed sale is not made as a part of a transaction involving the sale of any item other than such interest, unless the market value of such controlling interest can be separately identified and demonstrated and the Related Company has no assets other than its Ownership Interest in the Partnership, by giving written notice to each other Partner ("Remaining Partners") not less than forty-five (45) days prior to the effective date of such disposition, stating the interest to be sold and the price and terms of sale and identifying the proposed transferee (herein the "Proposed Transferee"). Such notice, to be effective, shall be accompanied by an agreement executed by the Selling Partner and the Proposed Transferee (the "Purchase Agreement") containing all the terms and conditions of the proposed sale, which agreement demonstrates that completion of the sale is contingent only upon (i) the non-exercise of rights of first refusal under this Section 17.3(b), (ii) the obtaining of any required government approvals and (iii) the satisfaction of a standard due diligence review, including such items as title, environmental, and certain other specifically itemized defects. The sale or resale Remaining Partners shall then have first options to purchase all such interests on the same terms as in the Purchase Agreement in the proportion which their then-existing Ownership Interest in the Partnership bears to the Ownership Interest of all or any portion Remaining Partners and those desiring to do so shall exercise such options by giving written notice thereof to the Selling Partner and all other Remaining Partners within thirty (30) days after the notice described above is given. Any interest as to which such first options are not exercised shall be deemed re-offered to the Remaining Partners who exercised their first options, and such Remaining Partners shall, for a period of ten (10) days from the expiration of the Securities has thirty (30) day period, have second options to purchase the same (at the same price, on the same terms, and by notice as stated above delivered within the ten (10) day period) in the proportion which each Partner's then-existing Ownership Interest in the Partnership bears to the ownership Interests of all Partners exercising their first options or in such proportions as they may mutually agree upon. Any interest not elected to be purchased during the ten (10) day period shall remain under option to those Remaining Partners who have exercised both the first and second options, to be purchased proportionately as stated above or in such other manner as such Remaining Partners may mutually agree upon, but notice of election to purchase all of the interest originally offered must be given to the Selling Partner and the Remaining Partners within forty-five (45) days from the notice of offer given by the Selling Partner. If elections to purchase all of the offered interest have been made within the forty-five (45) day period, those Partners electing to purchase shall be irrevocably obligated to execute agreements in the form of the Purchase Agreement with the Selling Partner and promptly thereafter pay the purchase price to the Selling Partner for their proportionate share of stock of the Related Company. If notices of elections to purchase less than all of the offered interest have been given at the expiration of the forty-five (45) day period, the Selling Partner may complete the sale of all of the offered interest to the Proposed Transferee on the same terms as contained in the Purchase Agreement, at any time within one-hundred twenty (120) days thereafter. If the sale to the Proposed Transferee is not being registered under completed within the Securities Act or any applicable state securities lawsone-hundred twenty (120) day period, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber interest originally offered shall have delivered again become subject to the Company, at the cost of the Company, a customary opinion of counsel that shall be sale restrictions in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule17.3(b); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Restrictions. Each Subscriber understands that: Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The GSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore's obligation to effect any Demand Filing or Underwritten Takxxxxx Xequest pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if the GSC Investors have not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification or Underwritten Takedown Request. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) The sale or resale unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of all or any portion of the Securities has not been and is not being registered under the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of any applicable state securities lawsShelf Registration, 2 years (subject to extension at the request of the GSC Investors if all of the Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which Moore is a party are not satisfied, other than by reason of any bxxxxx or failure by the GSC Investors or any portion other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration xxxxxment or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a "Lock Up Period"), Moore shall notify the GSC Investors of the Securities may basis therefore and sxxxx not be transferred unless: required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospecxxx xo later than the later of (Aa) 120 days after the Securities are sold pursuant to an effective registration statement under the Securities Act; original demand and (B) 60 days after the Subscriber shall have delivered to the Company, at the cost end of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Black Out Period or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”Lock Up Period, as defined in Rule 501(a) the case may be; and provided, further, that Moore may postpone the filing of Regulation D, as amended, under the Securities Act; any Registration Statement and/or Xxxxdian Prospectus (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each casethe case of a Pending Event Suspension Period only, suspend the Subscriber effectiveness of any registration or qualification, suspend the use of any Prospectus and shall have delivered not be required to amend or supplement the CompanyRegistration Statement, at any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "Pending Event Suspension Period") in the cost event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the CompanyBoard of Directors of Moore (the "Board"), result in the Registration Statement, and anx xxlated Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a customary opinion material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with Moore has a bona fide margin business purpose for not then disclosing thx xxxstence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pendixx xx is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms or any other lending arrangementform under xxx Xxxurities Act appropriate for a public offering of such securities of Moore (other than a registration on Form S-8), or in an underwrittxx xublic offering pursuant to a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a "Pending Registration Suspension Period") and, together with a Pending Event Suspension Period, a "Black Out Period"); provided, further, that any period suspended, including the Effectiveness Period, shall be extended by the number of days in any Black Out Period occurring during such Period.

Restrictions. Each Subscriber understands thatThe Shares shall be subject, in addition to restrictions imposed by applicable securities laws, to the following transfer restrictions: (i) The sale or resale Shares shall be “restricted securities” within the meaning of all or any portion of the Securities has not been Regulation D and is not being registered Rule 144 under the Securities Act or any applicable state securities lawsof 1933, as amended (the “Act”), and all or any portion of the Securities may not be transferred unless: offered or sold unless such offer or sale is registered under the Act or an exemption from registration is available; (Aii) the Securities are sold provisions of Rule 144 under the Act in so far as they permit resale of the Shares only under limited circumstances, including that such Shares have been held, fully paid, by the seller for at least six months after issuance of such Shares before resale pursuant to Rule 144 and then may be resold only in accordance with other applicable requirements of Rule 144 (and any other applicable legal requirements), and Recipient shall not offer or sell any such Shares before the delivery to the Company of an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered opinion of counsel whose identity is acceptable to the Company, at the cost of the Company, a customary which opinion of counsel that shall be is in form, form and substance and scope reasonably acceptable to the Company, to the effect that all such requirements have been satisfied; (iii) each Recipient hereby agrees to comply with the requirements of Rule 144 applicable to an affiliate of the Company (even if such Recipient is not an affiliate of the Company under the Act) that impose limitations on the amount of securities sold in any three-month period by an affiliate of the Company under Rule 144(e); and (iv) Recipient hereby agrees to not permit the Shares to be encumbered by any Lien (as defined in the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from Purchase Agreement), except for any Liens on the Shares as a result of the Securities Purchase Agreement, within six months following issuance of such registrationShares; 2.2 Xxxxx Xxxxxxx shall be considered a “Section 16 executive officer” for purposes of the Company’s Xxxxxxx Xxxxxxx Policy (C) the Securities are sold “Xxxxxxx Xxxxxxx Policy”), shall comply with all time, place and manner restrictions on the sale of Common Stock and other securities set forth in the Xxxxxxx Xxxxxxx Policy and, without limiting the foregoing, shall be prohibited from conducting any sale of the Shares or transferred to an any other shares of Common Stock held by Xxxxx Xxxxxxx other than during a “affiliateWindow Period” (as defined in Rule 144the Xxxxxxx Xxxxxxx Policy); the Company may, at any time, impose a “blackout” period pursuant to the Xxxxxxx Xxxxxxx Policy, during which period buying, selling or otherwise transferring securities by a specified group of insiders, which group of insiders may include Xxxxx Xxxxxxx, would be considered inappropriate; provided, however, that the restrictions stated in this Section 2.2 shall expire with respect to Xxxxx Xxxxxxx upon the earlier of (a) the date of termination of Xxxxx Xxxxxx’x employment with the Company or any of its affiliates or (b) a Company determination that the Xxxxxxx Xxxxxxx Policy no longer applies to Xxxxx Xxxxxxx; 2.3 The Shares shall be subject to any stock ownership and holding guidelines that may be adopted by the Company and may be in effect from time to time with respect to directors, officers or employees of the Subscriber who Company (“Ownership Guidelines”); by accepting or being deemed to have accepted the Shares, each Recipient acknowledges and agrees to sell comply with the terms and conditions of any applicable Ownership Guidelines; and 2.4 Regional shall comply with the terms and conditions for resale of the Shares provided for in the Escrow Agreement. 2.5 Except that a Permitted Transfer is permitted under this Section 2.5 in any amount and at any time (subject to compliance with the other provisions of this Agreement), no Recipient shall Transfer any Shares until the first anniversary of the Closing Date; from the first anniversary of the Closing Date to the second anniversary, a Recipient may Transfer one-third of the Shares that such Recipient owned beneficially on the first anniversary; from the second anniversary of the Closing Date to the third anniversary, a Recipient may Transfer all but one-third of the Shares that such Recipient owned beneficially on the first anniversary; and from and after the third anniversary, a Recipient may Transfer any and all other Shares. For the purposes of this Agreement: “Transfer” means (a) sell, offer to sell, contract or agree to sell, pledge, grant any option to purchase or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities only in accordance with this Section 5(a) and who is an “accredited investor”Exchange Act of 1934, as defined amended (the “Exchange Act”), with respect to any Shares, (b) enter into any swap or other arrangement that transfers to another, in Rule 501(awhole or in part, any of the economic consequences of ownership of any Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b); and “Permitted Transfer” means (i) a Transfer to the Recipient’s direct or indirect Affiliates or to the estates of Regulation Dany of the foregoing, as amended(ii) a Transfer by bona fide gift to a member of the Recipient’s immediate family or to a trust, under the Securities Act; beneficiary of which is such Recipient or members of such Recipient’s immediate family for estate planning purposes, (Diii) a Transfer by virtue of the Securities are sold laws of descent and distribution upon the death of the Recipient, (iv) a Transfer pursuant to Rule 144; or a qualified domestic relations order, (Ev) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered Transfer to the Company, at the cost (vi) a pledge of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing Shares as security or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a borrowing or the incurrence of any indebtedness by the Recipient, (vii) a Transfer pursuant to a bona fide margin account third-party tender offer, merger, stock sale, recapitalization, consolidation or other lending arrangementtransaction (but if such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, then Shares subject to this Agreement will remain subject to this Agreement), or (viii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (provided that such plan does not permit the transfer of Shares in breach of any provision of this Agreement); provided, however, that, in the case of any Transfer pursuant to any of the foregoing clauses (i) through (iv), it will be a condition to any such Transfer that the transferee or donee agrees to be bound by the terms of this Agreement (including the restrictions set forth in the immediately preceding sentence) to the same extent as if such Person were a party hereto. In the case of any Recipient that is an entity, Transfers that are Permitted Transfers pursuant to the immediately preceding sentence will include Transfer(s) by the Person(s) that is (or are) the ultimate beneficial owner(s) of all or a portion of the equity interests in such Recipient, and therefore any such Transfer will be deemed a Permitted Transfer pursuant to this Section 2.5.

Restrictions. Each Subscriber understands thatThe holder of this Option, by acceptance hereof, represents and warrants as follows: (a) This Option and the right to purchase Shares hereunder is personal to the holder and shall not be transferred to any other person, other than (i) The sale by will or resale the laws of all descent and distribution, or any portion (ii) pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option or such right, shall be null and void. (b) The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities has Act and applicable state statutes; the Shares have not been and is not being registered under the Securities Act or any applicable state securities laws, statutes and all or any portion of the Securities must be held and may not be transferred unless: (A) the Securities sold, transferred, or otherwise disposed of for value unless they are sold pursuant to an effective registration statement subsequently registered under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Act or transferred may be sold or transferred pursuant to an exemption from such registration; (C) registration is available, except as set forth herein; the Securities are sold Corporation is under no obligation to register the Option or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S Shares under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Shares may be practicably impossible; the Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION. (c) Regardless of whether the offering and sale of Shares have been registered under the Securities Act or a successor rule); andhave been registered or qualified under the securities laws of any state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in each casethe judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the Subscriber shall have delivered to the Company, at the cost securities laws of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing any state or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or any other lending arrangementlaw.

Restrictions. Each Subscriber understands that: (i) The sale or resale Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 2 and is not being registered under Section 11, provided and to the Securities Act or any applicable state securities lawsextent such Sections are then applicable, and all or any portion of the Securities may not be transferred unless: (Ai) the Securities are sold pursuant to an effective there is then in effect a registration statement under the Securities Act; Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (Bii) the Subscriber such Holder shall have delivered notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, disposition will not require registration under the Securities Act; . Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, or to its affiliated funds or any of the directors, officers, partners or members of the Holder or its partners or affiliated funds, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, or (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the CompanyHolder’s family member or trust for the benefit of an individual Holder, at provided in all cases enumerated in clauses (A) – (D) that the cost transferee is subject to the terms of this Section 2 and Section 11 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Company, a customary opinion of counsel, Registrable Securities in form, substance and scope reasonably acceptable order to implement the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral restrictions on transfer established in connection with a bona fide margin account or other lending arrangementthis Section 2.

Restrictions. Each Subscriber understands that:(a) Except as otherwise provided for in the Award Agreement, upon any Termination of Employment, for a one-year period thereafter, the Company shall have the right, but not the obligation, to purchase all Common Shares awarded hereunder or acquired pursuant to an Award, for their Fair Market Value at the time of purchase by the Company. These rights shall be in addition to the right of first refusal pursuant to Section 11.09(b); provided, however, that in the event the Company decides not to exercise its rights pursuant to Section 11.09(b), the provisions of this Section 11.09(a) shall cease to apply with respect to those Common Shares that were offered to the Company and sold in accordance with the provisions of Section 11.09(b). (b) Except as otherwise provided for in the Award Agreement, if an individual desires and is permitted to sell, encumber or otherwise dispose of shares of Common Shares awarded hereunder or acquired pursuant to an Award, the individual shall first offer the shares to the Company by giving the Company written notice disclosing: (i) The sale the name of the proposed transferee of the Common Shares; (ii) the certificate number and number of shares of Common Shares proposed to be transferred or resale encumbered; (iii) the proposed price; (iv) all other terms of the proposed transfer; and (v) a written copy of the proposed offer. Within 60 days after receipt of such notice, the Company shall have the option to purchase all or any portion part of such Common Shares same price and on the same terms as contained in such notice (the "Option Period"). In the event the Company does not exercise the option to purchase the Common Shares, as provided above, the individual shall have the right to sell, encumber or otherwise dispose of his shares of Common Shares on the terms of the Securities has not been and is not being registered under transfer set forth in the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered written notice to the Company, at provided such transfer is effected within 30 days after the cost expiration of the Option Period. If the transfer is not effected within such period, the Company must again be given an option to purchase, as provided above. (c) On and after the date a class of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold 's securities are registered under Section 12(b) or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 14412(g) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) Exchange Act of Regulation D1934, as amended, the Company shall have no further right to purchase shares of Common Shares under the Securities Act;this Section 11.09, and its limitations shall be null and void. (Dd) Notwithstanding the Securities are sold foregoing, the Committee may require that a Participant execute any other documents it deems necessary or desirable with respect to any Common Shares distributed or purchased pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementthis Plan.

Restrictions. Each Subscriber Such Buyer understands that: that except as provided in this Agreement and the Registration Rights Agreement: (i) The sale or resale of all or any portion of the Securities has have not been and is are not being registered under the Securities 1933 Act or any applicable state securities laws, and all or any portion of the Securities may not be offered for sale, sold, assigned or transferred unless: unless (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; subsequently registered thereunder, (B) the Subscriber such Buyer shall have delivered to the Company, at the cost of the Company, a customary Company an opinion of counsel that shall be counsel, in form, substance and scope a form reasonably acceptable to the Company, to the effect that the such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (C) such Buyer -3- provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, "RULE 144"); (ii) any sale of the Securities are sold made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or transferred to an “affiliate” the Person (as defined in Rule 144Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 0000 Xxx or the rules and regulations of the Subscriber who agrees SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to sell or otherwise transfer register the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) 1933 Act or any state securities laws or to comply with the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost terms and conditions of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Companyany exemption thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, the The Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementloan secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2(h); provided, that in order to make any sale, transfer or assignment of Securities, such Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Restrictions. Each Subscriber understands that: Tenant shall not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant’s leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees, or sublet the Premises or any portion thereof (collectively or separately, as the case may be, any such instance hereinafter a “transfer”), without obtaining, in each such instance, Landlord’s prior written consent. Xxxxxxxx’s consent shall not be unreasonably withheld, provided (i) The sale that the occupancy resulting therefrom will not violate any rights theretofore given to any other tenant of the Commercial Center, (ii) that substantially the same type, class, nature and quality of business, merchandise, services, management and financial soundness of ownership is maintained and will continue to be furnished in a manner compatible with the high standards contemplated by this Lease, (iii) that the business reputation of the proposed new occupant is not less than that of Tenant, (iv) that the proposed new occupant or resale its manager has, within the 5 year period immediately preceding the proposed transfer, at least 3 years’ experience in operating a business in the food service industry, (v) that as a result of such transfer the Premises or any part thereof would not be subject to any alteration, addition or other change or requirement to bring the same into compliance with all then applicable environmental, remedial and other laws including, without limitation, all laws, ordinances, rules, directions, regulations, guidelines, requirements and orders of all governmental and public bodies and agencies having jurisdiction there over, and (vi) that none of the covenants, conditions or obligations imposed upon Tenant by this Lease, including without limitation any use restrictions, nor any of the rights, remedies or benefits afforded Landlord by this Lease, are thereby impaired or diminished. Consent by Landlord to one or more transfers shall not release Tenant from its obligations hereunder and shall not operate as a waiver or discharge of any of the provisions of this Article with respect to any subsequent transfer. Xxxxxxxx’s acceptance of rent from anyone other than Tenant shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to any transfer of all or any portion part of Tenant’s leasehold estate hereunder or the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and subletting of all or any portion part of the Securities may Premises. Any transfer or attempted transfer without Xxxxxxxx’s written consent shall be void and confer no rights upon any third person, and at the option of Landlord, shall terminate this Lease; and said third person shall be occupying the Premises as a tenant at sufferance. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Companywork a merger and shall, at the cost option of Landlord, terminate all or any existing subleases or subtenancies, or shall operate as an assignment to Landlord of such subleases or subtenancies. If Tenant is a corporation, the capital stock of which is not publicly traded on a recognized national stock exchange, or is an unincorporated association, limited liability company or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate in excess of fifty-one percent (51%) from the holdings at the time such entity became Tenant hereunder shall be deemed as a transfer within the meaning and provisions of this Article; provided, however, such an event shall not be deemed a transfer hereunder if the same is a result of the Companydeath of any of said stockholders, a customary opinion of counsel that shall be in formmembers or partners, substance and scope reasonably acceptable to occurs among the Companypresent stockholders, to the effect that the Securities to be sold members or transferred may be sold partners, or transferred pursuant to an exemption from such registration; (C) the Securities are sold is effected for bona fide estate planning purposes whereby spouses or transferred to an “affiliate” (as defined in Rule 144) children of the Subscriber who present stockholders, members or partners become beneficial owners thereof. Xxxxxx agrees to sell or otherwise transfer reimburse Landlord for Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the Securities only in accordance with this Section 5(a) processing and who is an “accredited investor”, as defined in Rule 501(a) documentation of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementany such requested transfer.

Restrictions. Each Subscriber understands that: Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Xxxxx’x obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) The sale or resale of all or any portion unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Xxxxx is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a “Lock Up Period”), Xxxxx shall notify CLGI of the basis therefore and shall not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, Xxxxx will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that Xxxxx may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a “Pending Event Suspension Period”) in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Xxxxx (the “Board”), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Xxxxx has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Xxxxx, for its own account or the account of others, has pending or is not being registered currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form X-0, X-0 or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of Xxxxx (other than a registration on Form S-8), or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold in an underwritten public offering pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); andCanadian Prospectus, in each casecase in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a “Pending Registration Suspension Period”) and, the Subscriber shall have delivered to the Company, at the cost of the Companytogether with a Pending Event Suspension Period, a customary opinion “Black Out Period”); provided, further, that any period suspended, including the Effectiveness Period, shall be extended by the number of counsel, days in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementany Black Out Period occurring during such Period.

Restrictions. Each Subscriber understands that: (a) Tenant shall not Transfer this Lease or the Premises without first obtaining the Landlord's prior written consent thereto, which consent may not be unreasonably withheld by Landlord. In the event that Tenant proposes any Transfer, Tenant shall notify Landlord in writing at least thirty (30) days before the date on which the Transfer is to be effective and, as included with such notice, furnish Landlord with (i) The sale or resale of all or any portion the name of the Securities has not been and is not being registered under entity receiving such Transfer (the Securities Act "Transferee"), (ii) a detailed description of the business of the Transferee, (iii) audited financial statements of the Transferee, (iii) all written agreements governing the Transfer, (iv) any other information reasonably requested by the Landlord with respect to the Transfer or any applicable state securities lawsthe Transferee, and all or any portion (v) a reasonable fee not to exceed $2,500 to compensate Landlord for legal fees, costs of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance administration and scope reasonably acceptable to the Company, to the effect that the Securities other expenses to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral incurred in connection with a bona fide margin account the review and processing of such documentation. Landlord shall respond to Tenant's request for approval or disapproval of the Transfer within 10 business days after Landlord receives the request and all documents and information required above. (b) In the event Tenant (i) merges or consolidates with one of its subsidiaries or affiliates, (ii) merges with any other lending arrangementcompany, or (iii) sells substantially all of its assets, (iv) pledges this Lease as part of its corporate financing, or (v) sells shares of its stock on any recognized securities exchange and the resulting entity reaffirms all of the Tenant's obligations under this Lease and owns at least 50% of the stock of the resulting entity, then the Landlord's consent to the Transfer shall not be required; provided, however, that Tenant shall notify Landlord of the Transfer within thirty (30) days and provide Landlord with the information described in items (i), (ii) and (iii) of Section (A).

Restrictions. Each Subscriber understands that: such Selling Stockholder severally covenants and agrees that (i) The sale it will not offer or resale sell any Resale Securities under the Resale Registration Statement until it has acknowledged receipt of copies of the Resale Prospectus as then amended or supplemented as contemplated by Section 3.1 and notice from Raven that the Resale Registration Statement and any post-effective amendments thereto have become effective; (ii) upon receipt of any notice from Raven contemplated by Section 3.1 or the receipt of a notice from Raven of the happening of an event as a result of which (a) the Resale Registration Statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein not misleading or (b) the Resale Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Selling Stockholders shall not offer or sell any Resale Securities pursuant to the Resale Registration Statement until the Selling Stockholders receive copies of a supplemented or amended Resale Prospectus and receive notice that any post-effective amendment has become effective, and, if so directed by Raven, each Selling Stockholder will deliver to Raven (at the expense of Raven) all copies in its possession, other than permanent file copies then in such Selling Stockholder's possession, of the Resale Prospectus as amended or supplemented at the time of receipt of such notice; (iii) the Selling Stockholders and any portion of its beneficial owners, officers, directors or affiliates, if any, will comply with the provisions of Regulation M promulgated by the SEC as applicable to them in connection with sales of Resale Securities pursuant to the Resale Registration Statement; (iv) each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will comply with the prospectus delivery requirements of the Securities has not been and is not being registered under the Act as applicable to them in connection with sales of Resale Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; Resale Registration Statement; and (Bv) the Subscriber each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will enter into such written agreements as Raven shall have delivered reasonably request to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; ensure compliance with clause (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(aiv) and who is an “accredited investor”, as defined in Rule 501(a(v) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Companyabove. Notwithstanding the foregoing or anything else contained herein any provision in this Rights Agreement to the contrary, Raven shall have no obligation under or pursuant to Section 2 or Section 3 of this Rights Agreement with respect to any Selling Stockholder who violates the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementprovisions of this Section 3.2.

Restrictions. Each Subscriber understands thatThe holder of this Option, by acceptance hereof, represents and warrants as follows: (ia) This Option and the right to purchase Common Stock hereunder is personal to the holder and shall not be transferred to any other person, other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or by the rules thereunder. The Option shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option or such right, shall be null and void. (b) The sale or holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the exercise of the Option and resale of all or any portion of the Securities has Option and the Common Stock have not been and is not being registered under the Securities Act or any applicable state securities lawsstatutes and must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available; except as set forth herein, the Corporation is under no obligation to register the Option or the Common Stock under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Option or the Common Stock may be practicably impossible; the Corporation's registrar and all transfer agent will maintain stop-transfer instructions against registration or transfer of the Option and the Common Stock and any portion certificate issued upon exercise of the Option representing the Common Stock will bear on its face a legend in substantially the following form restricting the sale of the Common Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (c) Prior to one year from the date the Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to transfer the Common Stock unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Corporation or a "no action" letter or interpretive response from the staff of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, Exchange Commission to the effect that the transfer is proper; further, unless such opinion letter or response states that the Common Stock are free of any restrictions under the Securities Act, the Corporation may refuse to be sold or transferred transfer the Common Stock to any transferee who does not furnish in writing to the Corporation the same representations and agree to the same conditions with respect to such Common Stock as are set forth herein. Notwithstanding any of the foregoing, the Corporation may be sold or transferred pursuant refuse to an exemption from such registration;transfer the Common Stock if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (Cd) After one year but prior to two years from the Securities are sold or transferred date the incentive Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only Common Stock unless the holder either (i) meets the requirements of Subparagraph (b) above; or (ii) sells such Common Stock in accordance with Rule 144 and furnishes to the Corporation written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the holder of such Common Stock and the securities broker-dealer to or through which such Common Stock are being sold. No opinion of counsel for the holder of the Common Stock shall be required respecting sales in reliance on Rule 144 pursuant to Clause (ii) of this Section 5(aSubparagraph (d). (e) After two years from the date of the Option has been exercised and the Common Stock fully paid for, the Corporation shall, upon the written request of any persons who have held the Common Stock for one year (excluding any tolling period provided for by Rule 144) and who is not, and has not been during the preceding three months, an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost affiliate of the CompanyCorporation, a customary opinion re-issue to such holder in such names and denominations as the holder shall request, one or more certificates for the Common Stock without any restriction whatsoever on their further transfer and cancel any and all stop transfer instructions regarding such Common Stock on the books and records of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementCorporation.

Restrictions. Each Subscriber understands that: Without Buyer's prior written approval, until the Closing Date, Seller shall not, and shall not cause or permit any Acquired Aether Entity to, (a) dispose of, Encumber, sell, convey, assign or otherwise transfer any of the Purchased Assets or any of the AAE Purchased Assets that are used in the Business, except for Inventory and supplies in the ordinary course of business consistent with past practice, (b) enter into any new, or amend any existing, severance Contract, deferred compensation or arrangements, plans or programs for the benefit of the Employees or future Employees of the Business or any of the Acquired Aether Entities or grant any such Persons an increase in employee compensation other than in the ordinary course of business or pursuant to a promotion consistent with past practice and except that this clause (b) shall not be applicable to any Person who elects not to become a Transferred Employee, (c) incur any capital expenditures for the Business or for the benefit of any of the Acquired Aether Entities, or any obligations or Liabilities in respect thereof, except for those incurred in the ordinary course of Business, (d) pay Liabilities of the Business other than in the ordinary course of business consistent with past practice, (e) delay or postpone the payment of Accounts Payable or other Liabilities of the Business other than in the ordinary course of business consistent with past practice, (f) incur any Liability (other than Liabilities incurred in the ordinary course of the Business, consistent with past practice, which in the aggregate will not be material to the Business), (g) waive, release or cancel any Claims against third parties or debts owing to Seller or any Acquired Aether Entity, (h) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of any Acquired Aether Entities' capital stock or any other securities or amend any of the terms of any such securities; (i) The sale terminate, modify, amend, waive or resale of all otherwise alter or change any portion of the Securities has not been and is not being registered terms or provisions of any Material Contract or create any default under the Securities Act or terms of any applicable state securities laws, Material Contract; and all or (j) enter into any portion of Contract which if in existence on the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall date hereof would have delivered to the Company, at the cost of the Company, constituted a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (Material Contract or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementReal Property Lease.

Restrictions. Each Subscriber understands that:The Company shall not, without the prior ------------ written consent of either (1) the holders of a majority of the shares of Class B Preferred Stock held by WCAS VII or (2) the holders of a majority of the shares of Class B Preferred Stock held by GTCR; provided that no action which would result in either WCAS VII or GTCR being affected differently in any manner than the other, may be taken unless such action has the prior written consent of the holders of a majority of the shares of Class B Preferred Stock held by WCAS VII and the holders of a majority of the shares of Class B Preferred Stock held by GTCR; it being understood that so long as there are two representatives designated by each of WCAS VII and GTCR on the Board of Directors in accordance with the terms of the Stockholders Agreement, then (a) the consent of the holders of a majority of the shares of Class B Preferred Stock held by WCAS VII shall be deemed to have been given when the unanimous approval of the Directors designated by WCAS VII has been obtained, as evidenced by written minutes or board resolutions and (b) the consent of the holders of a majority of the shares of Class B Preferred Stock held by GTCR shall be deemed to have been given when the unanimous approval of the Directors designated by GTCR has been obtained, as evidenced by written minutes or board resolutions; (i) The sale directly or resale indirectly declare or pay any dividends or make any distributions upon any of all its equity securities, other than payments of dividends on, or any portion of redemption payments in respect of, the Securities has not been Class A Preferred Stock and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold Class B Preferred Stock pursuant to an effective registration statement under the Securities ActCertificate of Incorporation; (Bii) except (w) for the Subscriber shall have delivered exercise of the call with respect to the CompanySpringing Shares provided in Section 1.04, at (x) for redemptions or purchases of the cost Class A Preferred Stock or Class B Preferred Stock pursuant to the Certificate of Incorporation of the Company, a customary opinion (y) for repurchases, redemptions or acquisitions of counsel that shall be equity securities pursuant to agreements in form, substance and scope reasonably acceptable to effect as of the date hereof with the Company's employees or directors in effect on the date hereof and (z) in connection with the exercise by the holder of any minority interest in a Subsidiary of its rights under a "put," repurchase or similar arrangement with the Company or any Subsidiary in effect as of the date hereof, directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the effect that the Securities Company's equity securities (including, without limitation, warrants, options and other rights to be sold or transferred may be sold or transferred pursuant to an exemption from such registrationacquire equity securities); (Ciii) except for the Securities are sold issuance of equity securities (x) under any stock option plan or transferred to an “affiliate” (as defined in Rule 144) other benefit plan or arrangement approved by the Board of Directors of the Subscriber who agrees to Company or (y) upon the exercise of preemptive rights or warrants authorized as of the date hereof, authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any Subsidiary to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of, (a) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable for equity securities, issued in connection with the issuance of equity securities or containing profit participation features) or (b) any equity securities (or any securities convertible into or exchangeable for any equity securities) or rights to acquire any equity securities, other than the issuance of equity securities by a Subsidiary to the Company or another Subsidiary; (iv) merge or consolidate with any person or permit any Subsidiary to merge or consolidate with any person (other than a wholly owned Subsidiary); (v) sell, lease or otherwise transfer dispose of, or permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of the Securities only consolidated assets of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with this Section 5(agenerally accepted accounting principles consistently applied, or fair market value, determined by the Board of Directors in its reasonable good faith judgment) and who is an “accredited investor”, as defined in Rule 501(a) any transaction or series of Regulation D, as amended, under related transactions (other than sales of inventory in the Securities Actordinary course of business); (Dvi) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization in partnership form); (vii) acquire, or permit any Subsidiary to acquire, any interest in any business (whether by a purchase of assets, purchase of stock, merger otherwise), or enter into any joint venture; (viii) enter into, or permit any Subsidiary to enter into, the Securities are sold pursuant ownership, active management or operation of any business other than the ownership and operation of businesses engaged as rehabilitation hospitals or specialty. long-term hospitals or engaged in rehabilitation services or contract therapy services or related businesses; (ix) enter into, or permit any Subsidiary to Rule 144enter into, any transaction with any of its or any Subsidiary's officers, directors, employees or Affiliates or any individual related by blood, marriage or adoption to any such person (a "Relative") or any entity in which any such person or individual owns a beneficial interest (a "Related Entity"), except for normal employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Agreement and the Ancillary Agreements; or (Ex) create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, indebtedness exceeding the Securities are sold pursuant to Regulation S under amounts approved therefor by the Securities Act (or a successor rule); and, Board in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementannual budget.

Restrictions. Each Subscriber understands that: Neither the Depositor nor any Certificateholder shall direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Transaction Documents or would be contrary to Section 2.3 hereof nor shall the Owner Trustee be permitted to follow any such direction, if given. In addition, the Issuer shall (a) maintain its financial and accounting books and records separate from those of any other entity, (b) maintain its office and bank accounts separate from any other Person and hold itself out as a separate entity from the Depositor, the Certificateholders and any of their Affiliates, (c) not commingle its assets with those of any other Person, (d) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any other Person, (e) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and not pay the indebtedness, operating expenses and liabilities of any other Person, including the Depositor or the Certificateholders, (f) observe all formalities required under the Delaware Statutory Trust Act and other formalities required by the Transaction Documents, (g) not guarantee or become obligated for the debts of any other Person, (h) not hold out its credit as being available to satisfy the obligation of any other Person, (i) The sale other than as expressly set forth herein, not make loans to any other Person or resale buy or hold evidence of indebtedness issued by any other Person, (j) other than as expressly set forth herein, not pledge its assets for the benefit of any other Person, (k) not conduct any business in the name of the Depositor or any Certificateholder, (l) correct any known misunderstanding regarding its separate identity, (m) not identify itself as a division of any other Person, (n) other than as expressly set forth herein, conduct business with the Depositor and the Certificateholders and any Affiliate thereof on an arm’s-length basis, (o) maintain adequate capital in light of its contemplated business operations, and (p) maintain appropriate records of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementappropriate actions.

Restrictions. Each Subscriber understands thatDuring the period commencing from the Effective Date and ending on the date of an Initial Public Offering, no Holdings Entity shall, except in connection with (i) a registered Public Offering pursuant to the Registration Rights Agreement or (ii) tag-along rights or drag-along rights pursuant to Articles VII and VIII of the Voting Agreement, sell, pledge, assign, grant a participation interest in. encumber or otherwise transfer or dispose of any Shares to any other Person, whether directly, indirectly, voluntari- ly, involuntarily, by operation of law, pursuant to judicial process or otherwise (a "Transfer") without the prior written consent of KMOC, which shall not be unreasonably withheld, except in accordance with one of the following: (ia) The subject to compliance with the provisions of Section 2.2. pursuant to a sale to any one Person or resale group in an amount less than 5% of the outstanding securities of any class of KMOC; provided, however, that the aggregate of such sales made by the Holdings Entities as a group in any one year shall not exceed 10% of the outstanding securities of any class of KMOC; (b) pursuant to a merger, consolidation or other business combination involving Holdings, where Holdings is not the surviving entity, or a sale of all or any portion substantially all of the Securities has not been and is not being registered under the Securities Act or any applicable state securities lawsHoldings's assets; provided, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Companyhowever, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities surviving or purchasing entity agrees to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) bound by the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) terms of this Agreement and the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144Voting Agreement; or (Ec) the Securities are sold pursuant to Regulation S under a Transfer of Shares by Holdings to a Wholly Owned Subsidiary, from a Wholly Owned Subsidiary of Holdings to Holdings or between Wholly Owned Subsidiaries of Holdings (any such transferee shall be referred to herein as a "Permitted Transferee"). provided that in the Securities Act (or a successor rule); andcase of any such Transfer, in each caseHoldings shall have provided KMOC with written notice of such proposed Transfer at least 15 days prior to consummating such Transfer stating the name and address of the Permitted Transferee, the Subscriber relationship between Holdings and the Permitted Transferee, and the Permitted Transferee shall have delivered executed a copy of this Agreement as a shareholder of KMOC. If any Permitted Transferee to whom Shares have been Transferred pursuant to this Section 2.1 by Holdings ceases to be a Permitted Transferee, such Shares shall be Transferred back to Holdings immediately prior to the Company, at the cost time such Person ceases to be a Permitted Transferee of the Company, a customary opinion Holdings. Holdings and such Permitted Transferee shall be jointly and severally liable for any breach of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementthis Agreement by such Permitted Transferee.

Restrictions. Each Subscriber understands that:So long as the Mitchell Investors and their Permitted Transferees in the aggregate oxx xx xxast 10% of the Company's outstanding Class A Common Stock, the Company shall not, without the prior written consent of the holders of a majority of the shares of Class A Common Stock held by all of the Mitchell Investors (which consent shall not be unreasonably withheld xx xxxxxed): (i) The sale declare or resale pay any dividends or make any distributions upon any shares of all or any portion its capital stock, except for dividends declared and paid after the third anniversary of the Securities has not date of this Agreement on a pro rata basis on the outstanding shares of Class A Common Stock; (ii) redeem, purchase or otherwise acquire any shares of its capital stock, except for repurchases after the third anniversary of the date of this Agreement of Class A Common Stock made pursuant to an offer to all holders of Class A Common Stock on a pro rata basis and except for repurchases of Class A Common Stock from employees, directors and (iii) merge or consolidate with any Person, unless (a) immediately following the consummation of such transaction, the stockholders of the Company immediately prior to the consummation of such transaction continue to own in the aggregate the outstanding capital stock of the surviving entity possessing the voting power to elect a majority of the surviving entity's board of directors or other governing body or (b) the consideration received by the holders of the Class A Common Stock as a result of such transaction consists solely of cash, cash equivalents, shares of capital stock of the surviving entity which have been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion in connection with such transaction and/or shares of capital stock of the Securities may surviving entity which have not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement been registered under the Securities Act, but which are of a class of securities registered under the Securities Exchange Act and are entitled to demand, S-3 and piggyback registration rights substantially similar as those contained in the Registration Agreement (provided that if the consideration received by the Investors in such transaction consists of cash or cash equivalents and shares of capital stock issued by any Person engaged in the motion picture exhibition industry other than the Company, the Mitchell Investors shall be entitled to receive (at their election) 100% xx xhe cash and cash equivalents such Investors would have otherwise been entitled to receive on a pro rata basis and the amount of securities such Mitchell Investors would have been entitled to receive on a pro rata xxxxx xxall be correspondingly reduced); (Biv) sell all or substantially all of its assets, unless the Subscriber shall have delivered to consideration received by the Company, at the cost holders of the CompanyClass A Common Stock as a result of such transaction consists solely of cash, a customary opinion cash equivalents, shares of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that capital stock which have been registered under the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from Act in connection with such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) transaction and/or shares of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, capital stock which have not been registered under the Securities Act, but which are of a class of securities registered under the Securities Exchange Act and are entitled to demand, S-3 and piggyback registration rights substantially similar as those contained in the Registration Agreement (provided that if the consideration received by the Investors in such transaction consists of cash or cash equivalents and shares of capital stock issued by any Person engaged in the motion picture exhibition industry other than the Company, the Mitchell Investors shall be entitled to receive (at their election) 100% xx xhe cash and cash equivalents such Mitchell Investors would have otherwise been entitled to receive on a xxx xxxa basis and the amount of securities such Mitchell Investors would have been entitled to receive on a pro rata xxxxx xxall be correspondingly reduced); (Dv) acquire (by merger, consolidation, or otherwise) any company that is not primarily engaged in the Securities motion picture exhibition business or activities related to the current lines of businesses in which the Company or any of its Subsidiaries is engaged at the time of the consummation of the transactions contemplated by the Merger Agreement; (vi) amend the Company's Certificate of Incorporation or the Company's bylaws if such amendment would have an adverse effect on the terms of the Class A Common Stock held by the Mitchell Investors which is different from the adverse effect on the xxxxx xxlders of Class A Common Stock; (vii) issue or sell any shares of capital stock which are senior to the Class A Common Stock with respect to dividends, redemption or distributions in liquidation or which have voting rights different from the Class A Common Stock, unless such securities are issued or sold pursuant at no less than fair market value as determined by the Board in its reasonable judgment and the Investors have the right to Rule 144participate in such offering under the provisions of paragraph 6 of this Agreement; (viii) enter into, amend or modify any agreement, transaction, commitment or arrangement with MDCP or any of its Affiliates, except for the execution, delivery and performance of the Transaction Documents and the other agreements and arrangements contemplated by this Agreement or the Merger Agreement, except for any agreements, transactions, commitments and arrangements approved by a majority of the disinterested directors on the Board who are not affiliated with MDCP and except for the issuance of securities in which the Investors have the right to participate under paragraph 6 of this Agreement; or (Eix) incur, or permit any Subsidiary to incur, any indebtedness for borrowed money (other than borrowings under, or refinancings or replacements of, the Securities are sold pursuant to Regulation S loan facilities of the Company and its Subsidiaries existing as of the effectiveness of the Merger under the Securities Act (or a successor rule); and, in each case, Merger Agreement) which would cause the Subscriber shall have delivered Debt-to-EBITDA Ratio to exceed 5.25:1 prior to the Companyfirst anniversary of the Closing hereunder, 5.0:1 during the period between the first and second anniversaries of such Closing hereunder and 4.75:1 thereafter, unless at the cost time of such incurrence the Company, a customary opinion Company or any of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementits Subsidiaries has defaulted under any of its agreements creating indebtedness for borrowed money.

Restrictions. Each Subscriber understands that: (ia) The sale Restricted Shares are being awarded to you subject to the transfer and forfeiture restrictions set forth below (the “Restrictions”). You may not directly or resale indirectly, by operation of all law or otherwise, voluntarily or involuntarily, alienate, attach, sell, assign, pledge, encumber, charge or otherwise transfer any portion of the Securities has not been and is not being registered Restricted Shares still subject to the Restrictions. Notwithstanding the foregoing, Restricted Shares may be transferred to a family member (as defined in the Form S-8 Registration Statement under the Securities Act of 1933) as a gift or any applicable state securities lawsby a domestic relations order, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); andif, in each case, the Subscriber transferee executes a written consent to be bound by the terms of this Agreement. (b) Except as otherwise provided in this Agreement, the Restrictions shall have delivered lapse to the Companyextent that the Restricted Shares have become vested as follows, at the cost of subject to you remaining continuously employed by the Company, a customary opinion Subsidiary, or an Affiliate on the applicable vesting date: «FirstName» «LastName» «Insert Date» (c) Notwithstanding Paragraph 2(b), subject to Paragraph 3 hereof, all Restricted Shares (unless earlier forfeited in accordance with the terms hereof) shall become fully vested and the Restrictions shall lapse with respect to all Restricted Shares upon: (i) a Change in Control, if you remain continuously employed on the effective date of counsel, a Change in form, substance and scope reasonably acceptable to Control with the Company. Notwithstanding , a Subsidiary, an Affiliate, or such other Person that acquires more than 50% of the foregoing or anything else contained herein to combined voting power of the contrary, the Securities may be pledged as collateral Company’s then outstanding securities in connection with such Change in Control, or (ii) a bona fide margin account termination of your employment with the Company and its Subsidiaries and Affiliates under the following conditions: (A) by reason of death or other lending arrangement.Disability (as “Disability” is defined in your employment agreement with the Company, a Subsidiary, or an Affiliate; if no “Disability” definition exists in your employment agreement (or no employment agreement exists), a Disability shall be deemed to occur if you are absent from your duties with the Company, a Subsidiary, or an Affiliate for a period of at least 180 days during any 12 month period as a result of incapacity due to a mental or physical illness, as determined solely in the discretion of the Committee);

Restrictions. (a) Each Subscriber understands that: (i) The sale or resale Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has not been and is not being registered under agreed in writing for the Securities Act or any applicable state securities lawsbenefit of the Company to be bound by the terms of this Agreement, and all or any portion of the Securities may not be transferred unless: (Ai) the Securities are sold pursuant to an effective there is then in effect a registration statement under the Securities Act; Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (Bii) the Subscriber such Holder shall have delivered notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, at that such disposition will not require registration under the cost of the CompanySecurities Act; provided, a customary however, that no opinion of counsel that shall be required with regard to dispositions pursuant to Rule 144(k) of the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in formaccordance with partnership interests, substance (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) — (D) that the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Agreement as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and scope giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing the Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unle gended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification, or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlegend.

Restrictions. Each Subscriber understands that: (ia) The sale or resale Subject to Section 1.11, each Holder agrees not to make any disposition of all or any portion of Shares or Registrable Securities unless and until the Securities transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 1.2 and Section 1.13, provided and to the extent such Sections are then applicable, and (i) there is not being registered then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (C) to the Holder’s family member or trust for the benefit of an individual Holder, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (C) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, and all the Company’s charter documents or any portion of other agreement between the Securities may not be transferred unless:Company and the Holder thereof): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (Ac) The Company shall promptly reissue unlegended certificates at the Securities are sold pursuant to an effective registration statement under request of any Holder thereof if the Securities Act; (B) the Subscriber Holder shall have delivered to the Company, at the cost of the Company, a customary obtained an opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlegend.

Restrictions. Each Subscriber understands that(a) No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any other manner transfer, any Registrable Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale sale, transfer, hypothecation, assignment, pledge, encumbrance or resale other disposition of this share certificate and the shares Common Stock represented hereby are restricted by and are subject to all or any portion of the Securities has terms, conditions and provisions of that certain Stockholders Agreement, dated as of October 1, 2008, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been and is not being registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws, and all laws or any portion of the Securities may not be transferred unless:pursuant to an exemption therefrom.” (Ac) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities are sold to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Act or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the registration requirements of the Securities are sold Act or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S 144 or Rule 144A promulgated under the Securities Act and (or a successor ruleii) in accordance with all applicable Laws (including, without limitation, all securities laws); and, . (e) The restrictions contained in each case, this Section 2.1 shall expire on the Subscriber shall have delivered to the Company, at the cost first anniversary of the Company, a customary opinion date of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementthis Agreement.

Restrictions. Each Subscriber understands that: (i) The sale ON By signing this Agreement, you agree not to EXERCISE AND RESALE exercise this Option or resale sell any Shares acquired upon exercise of all or any portion of the Securities has not been and is not being registered under the Securities Act or any this Option at a time when applicable state securities laws, and all regulations or Company or underwriter trading policies prohibit exercise or sale. In connection with any portion underwritten public offering by the Company of the Securities may not be transferred unless: (A) the Securities are sold its equity securities pursuant to an effective registration statement filed under the Securities 1933 Act; (B) , including the Subscriber Company's initial public offering, you shall have delivered not exercise this Option nor sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any shares without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or such underwriters. In order to enforce the provisions of this paragraph, the Company may impose stop-transfer instructions with respect to the Company, at shares until the cost end of the Company, a customary opinion of counsel that applicable stand-off period. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be in form, substance and scope reasonably acceptable to exercisable. If the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) sale of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, Shares under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S Plan is not registered under the Securities Act of 1933, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. THE COMPANY'S In the event that you propose to sell, pledge RIGHT OF FIRST or otherwise transfer to a third party any REFUSAL Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the "Right of First Refusal" with respect to all (or and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a successor rule); andwritten "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in each casewhole or in part. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than 90 days following receipt of the Subscriber shall have delivered to Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the cost time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice. The Company, a customary opinion 's Right of counsel, in form, substance and scope reasonably acceptable First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares. The Company's Right of First Refusal shall terminate in the event that Stock is listed or traded on an established stock exchange. Notwithstanding the foregoing TRANSFER OF OPTION Prior to your death, only you may exercise this Option. You cannot transfer or anything else contained herein assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to the contrarydo any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Securities may Company is not obligated to honor a Notice of Exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual's interest in your Option in any other way. RETENTION RIGHTS This Agreement does not give you the right to be pledged retained by the Company (or any Subsidiaries) in any capacity. The Company (or Subsidiary) reserves the right to terminate your employment at any time and for any reason. SHAREHOLDER RIGHTS You, or your estate or heirs, have no rights as collateral in connection with a bona fide margin account shareholder of the Company until a certificate for the Shares acquired upon exercise of this Option has been issued. No adjustments are made for dividends or other lending arrangementrights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.

Restrictions. Each Subscriber understands that: (a) The Investor hereby agrees not to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or by operation of law, but excluding by way of merger or consolidation) any interest in the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 8.1 and Section 8.12, provided and to the extent such Sections are then applicable, and (i) The sale or resale of all or any portion of the Securities has not been and there is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective then in effect a registration statement under the Securities Act; Act covering such proposed transfer and such transfer is made in accordance with such registration statement, or (Bii) the Subscriber Investor shall have delivered notified the Company of the proposed transfer and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed transfer, and, if reasonably requested by the Company, such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such transfer will not require registration under the Securities Act. Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 8.1. (b) Each certificate representing Registrable Securities and each certificate issued in exchange for or upon the transfer of Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED AS A RESULT OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR LAWS.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN INVESTOR RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 12, 2006, BY AND BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the cost request of the Company, a customary Investor holding such certificate if the Investor shall have obtained an opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification, or transferred may be sold or transferred legend pursuant to an exemption from such registration; subsection (Ck) the Securities are sold or transferred to an “affiliate” (as defined in of Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Restrictions. Each Subscriber understands thatThe Shares issued to Shaikh pursuant to the terms of the Unit Purchase Agreement shall be subject, in addition to restrictions imposed by applicable securities laws, to the following transfer restrictions: 2.1 (i) The sale or resale the Shares shall be “restricted shares” within the meaning of all or any portion of the Securities has not been Regulation D and is not being registered Rule 144 under the Securities Act or any applicable state securities lawsof 1933, as amended (the “Act”), and all or any portion of the Securities may not be transferred unless: offered or sold unless such offer or sale is registered under the Act or an exemption from registration is available; (Aii) the Securities are sold provisions of Rule 144 under the Act shall permit resale of the Shares only under limited circumstances and such Shares must be held by Shaikh for at least six (6) months following issuance of such Shares before they can be resold pursuant to Rule 144 and then may be resold only in accordance with the requirements of Rule 144 (and any other applicable legal requirements); (iii) Shaikh hereby agrees to comply with the requirements of Rule 144 applicable to affiliates of the Company (even if Shaikh is not an effective registration statement affiliate of the Company under the Securities Act; ), that impose limitations on the amount of securities sold in any three-month period by affiliates of the Company under Rule 144(e); and (Biv) Shaikh hereby agrees to not permit the Shares to be encumbered by any Lien (as defined in the Unit Purchase Agreement) within six (6) months following issuance of such Shares; provided, that the restrictions in Section 2.1(iii) shall expire upon the earliest to occur of the following events: (a) the Subscriber shall have delivered to date on which Shaikh holds less than 1% of the Company, at the cost issued and outstanding voting securities of the Company, on a customary opinion of counsel that shall be in formfully diluted basis, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (Cb) the Securities are sold date Shaikh’s employment with the Company or transferred to an “affiliate” any of its affiliates is involuntarily terminated by the Company or any of its affiliates, (c) the date Shaikh’s employment with the Company or any of its affiliates is terminated by Shaikh for Good Reason (as such term is defined in any employment agreement between Shaikh and the Company or any of its affiliates), (d) ninety (90) days after the date of Shaikh’s voluntary resignation of employment with the Company or any of its affiliates, or (e) upon a Change of Control Transaction (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities ActUnit Purchase Agreement); (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Restrictions. Each Subscriber understands that:The Option and all Option Shares issued pursuant to the exercise of the Option evidenced by this Agreement shall be restricted as set forth herein. (ia) The sale If at any time the Company shall determine, in their discretion, that the listing, registration or resale of all or any portion qualification of the Securities has not been and Option Shares on any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is not being registered under necessary or desirable as a condition of, or in connection with, the Securities Act granting or any applicable state securities laws, and all or any portion exercise of the Securities Option or the issue or purchase of Option Shares, the Option may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber exercised in whole or in part until such listing, registration, qualification, consent or approval shall have delivered to the Company, at the cost been effected or obtained free of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably any conditions not acceptable to the Company. Notwithstanding the foregoing or anything else contained herein Subject to the contraryterms and provisions of the Agreement and Plan of Reorganization of even date herewith between the Company, PW Acquisition Corporation and CrossComm Corporation (the "Merger Agreement"), the Securities Company shall be under no obligation to effect or obtain any such listing, registration, qualification, consent or approval if the Company shall determine, in its reasonable judgment, that such action would not be in the best interest of the Company. The Company shall be liable for damages due to a delay in the delivery or issuance of any stock certificates for any reason whatsoever, including, without limitation, (b) The Company may suspend for a reasonable period or periods the time during which this Option may be pledged as collateral exercised if, in connection the reasonable opinion of the Company, such suspension is required to enable the Company to remain in compliance with regulatory requirements relating to the issuance of Common Shares subject to this Option; provided, however, that in the event that Company suspends the period during which this Option may be exercised pursuant to this Section 6(b), the period of time during which this Option may be exercised shall be extended for a bona fide margin account or other lending arrangementperiod of time equal to the time during which the exercise of this Option was suspended.

Restrictions. Each Subscriber understands that: (iNotwithstanding anything to the contrary contained in this Agreement, all redemptions of Class B Common Interests by the Company pursuant to this Section 11.5 shall be subject to applicable restrictions contained in the Act and in the Company’s debt financing agreements and if any such restrictions prohibit the redemption of Class B Common Interests pursuant to this Section 11.5 which the Company is otherwise entitled or required to make, the time periods provided in Section 11.5(e) The sale or resale of all or shall be suspended, and the Company may make such redemptions as soon as any portion applicable restrictions allow; provided that the price at which such redemption is made shall be fixed as of the Securities has date such redemption would have occurred had there not been and is not being registered under existed any restrictions on such redemption. Furthermore, nothing shall require the Securities Act Company to segregate or set aside any applicable state securities laws, and all funds or other property for the purpose of making any portion of the Securities may not be transferred unless: (A) the Securities are sold payment or Distribution pursuant to this Section 11.5. The right of any Member or beneficiary thereof to receive any payment or Distribution hereunder shall be an effective registration statement under unsecured claim against the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost general assets of the Company. Notwithstanding anything to the contrary in this Section 11.5(f), a customary opinion of counsel that Founding Firm shall remain a Member and shall be entitled to all of the rights, benefits and privileges of being a Member until it shall have received payment in formfull for its Class B Common Interests, substance and scope reasonably acceptable no redemption shall be effective prior to such time. Notwithstanding anything to the Companycontrary herein, if the application of this Section 11.5(f) prohibits the redemption of the Class B Common Interests of a Sanctioned Person pursuant to Section 11.5(c), the Company shall redeem such Class B Common Interests by providing such Sanctioned Person a promissory note, the terms of which shall be determined by the Majority Vote of disinterested Directors, in a principal amount equal to the effect that lower of (I) the Securities to be sold or transferred may be sold or transferred balance of such Member’s Capital Account (as adjusted pursuant to an exemption from such registration; paragraph (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144b) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(adefinition of Gross Asset Value) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (DII) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); andFair Market Value of such Sanctioned Person’s Common Interests, in each case, the Subscriber shall have delivered to the Company, at the cost determined as of the Companydate the Company determines to redeem such Sanctioned Person, a customary opinion payable at such time as any applicable restrictions allow, and the Company shall become the owner of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.such Class B Common Interests upon tender of such promissory note.‌

Restrictions. Each Subscriber understands thatThe holder of this Option, by acceptance hereof, represents and warrants as follows: (a) This Option and the right to purchase Shares hereunder is personal to the holder and shall not be transferred to any other person, other than (i) The sale by will or resale the laws of all descent and distribution, or any portion (ii) pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Paragraph 7, or the levy of any attachment or similar process upon the Option or such right, shall be null and void. (b) The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities has Act and applicable state statutes; the Shares have not been and is not being registered under the Securities Act or any applicable state securities laws, statutes and all or any portion of the Securities must be held and may not be transferred unless: (A) the Securities sold, transferred, or otherwise disposed of for value unless they are sold pursuant to an effective registration statement subsequently registered under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Act or transferred may be sold or transferred pursuant to an exemption from such registration; (C) registration is available, except as set forth herein; the Securities are sold Corporation is under no obligation to register the Option or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S Shares under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Shares may be practicably impossible; the Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION. (c) Regardless of whether the offering and sale of Shares have been registered under the Securities Act or a successor rule); andhave been registered or qualified under the securities laws of any state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in each casethe judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the Subscriber shall have delivered to the Company, at the cost securities laws of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing any state or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or any other lending arrangementlaw.

Restrictions. Each Subscriber understands thatXX Xxxxxx, severally but not jointly, acknowledges that it is aware that the Notes and the ADSs to be issued and delivered upon conversion of the Notes are being offered and sold under the exemptions provided by Section 4(2) of the U.S. Securities Act of 1933, as amended (the Securities Act), for non-public offerings, and makes the following representations, declarations and warranties with the intent that the same shall be relied upon in determining its suitability as a purchaser for the Notes: (a) Each XX Xxxxxx is acquiring the Notes for investment for its own account and not with a view to or for sale in connection with any distribution of the Notes or the ADSs to be issued and delivered upon conversion of the Notes that would constitute a violation of the Securities Act. Each XX Xxxxxx agrees that it will not dispose of the Notes or the ADSs to be issued and delivered upon conversion of the Notes, or any portion thereof or interest (i) The sale or resale of all or any portion of the Securities has not been and is not being registered pursuant to an exemption from registration under the Securities Act (if available); or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (Aii) the Securities are sold pursuant to an effective registration statement under the Securities Act;Act relating to the Notes or the ADSs to be issued and delivered upon conversion of the Notes, as applicable, in accordance with any other applicable law. (Bb) Each XX Xxxxxx represents that: (i) it is able to bear the Subscriber shall have economic risks of an investment in the Notes and the ADSs to be issued and delivered upon conversion of the Notes and to afford the complete loss of the investment; and (ii) it has made other speculative investments, and, by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and not compensated by the Company, or any affiliate thereof, directly or indirectly, it could be reasonably assumed to have the capacity to protect its own interests in connection with the offering. (c) Each XX Xxxxxx has at all times been given the cost opportunity to obtain reasonably requested additional information, to verify the accuracy of the information received and to ask questions of and receive answers from certain representatives of the Company concerning the terms and conditions of the offering and the nature and prospects of the Company, a customary opinion of counsel that shall be in form, substance ’s business. (d) The offer to exchange the Notes was communicated to each XX Xxxxxx directly by or through the Company and scope reasonably acceptable to the Companyits affiliates and not, to the effect that knowledge of such XX Xxxxxx, through any form of general advertising or solicitation such as advertisements or other communications in newspapers, magazines or other media, broadcasts on radio or television, seminars or promotional meetings or any generally circulated letter, circular or other written communication. (e) Each XX Xxxxxx, if a corporation, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold the Securities Notes and the ADSs to be sold or transferred issued and delivered upon conversion of the Notes. Each XX Xxxxxx hereby agrees to supply any additional written information that may be sold or transferred pursuant to an exemption from such registration;required by the Company. (Cf) Each XX Xxxxxx agrees that a legend, in substantially the Securities are sold or transferred to an “affiliate” following form, shall be placed on all certificates evidencing the Notes and the ADSs purchased: THE NOTES REPRESENTED BY THIS SECURITY HAVE BEEN ISSUED PURSUANT TO A NON-PUBLIC OFFERING, IN CONFORMITY WITH THE PRIVATE OFFERING EXEMPTION UNDER SECTION 4(2) OF THE SECURITIES ACT AND RULE 506 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT BY THE SECURITIES AND EXCHANGE COMMISSION (as defined in Rule 144THE COMMISSION), AND IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS. SUCH NOTES HAVE NOT BEEN QUALIFIED WITH THE COMMISSION OF ANY STATE, NOR REGISTERED WITH THE COMMISSION. SUCH NOTES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT: (I) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor ruleIF AVAILABLE); andOR (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT RELATING TO THE NOTES IN ACCORDANCE WITH ANY OTHER APPLICABLE LAW. EACH HOLDER AND BENEFICIAL OWNER, in each caseBY ITS ACCEPTANCE OF THE NOTES EVIDENCED HEREBY, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementREPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

Restrictions. (a) Each Subscriber understands that: (i) The sale or resale Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has not been agreed in writing for the benefit of the Company to be bound by this Section 1.2 and is not being registered under Section 1.14, provided and to the Securities Act or any applicable state securities lawsextent such Sections are then applicable, and all or any portion of the Securities may not be transferred unless: (Ai) the Securities are sold pursuant to an effective there is then in effect a registration statement under the Securities Act; Act covering such proposed disposition and such disposition is made in accordance with such registration statement or (Bii) the Subscriber such Holder shall have delivered notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, at that such disposition will not require registration under the cost of Securities Act. Notwithstanding the Companyforegoing, a customary no such registration statement or opinion of counsel that shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in formaccordance with partnership interests, substance (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder or (E) an affiliated fund or entity of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company (such a fund or entity, an “Affiliated Fund”), provided in all cases enumerated in clauses (A) - (E) that the transferee is subject to the terms of this Section 1.2 and scope Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company, Company to the effect that the Securities securities proposed to be sold disposed of may lawfully be disposed of without registration, qualification or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementlegend.

Restrictions. Each Subscriber understands thatAfter the commencement of the Term the Tenant shall not make, erect, or install any leasehold improvements, alterations, fixtures (including trade fixtures) or partitions in or about the Premises without the prior written consent of the Landlord acting reasonably. In addition the following provisions shall be applicable: (ia) The sale all such work shall be performed in accordance with any reasonable conditions or resale regulations imposed by the Landlord and shall be completed in a good and workmanlike manner, in accordance with the description of the work approved by the Landlord, all applicable laws and the requirements of all or any portion of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Actgovernmental authorities; (Bb) the Subscriber shall have delivered to the CompanyTenant shall, at the cost time of its application for such consent, furnish the CompanyLandlord with such plans, a customary opinion of counsel that shall be in form, substance specifications and scope reasonably acceptable to designs as the Company, to the effect that the Securities to be sold or transferred Landlord may be sold or transferred pursuant to an exemption from such registrationrequire; (Cc) the Securities are sold Landlord shall have the right to supervise any work done and to select or transferred approve (at its option) the contractors and workmen to an “affiliate” (as defined in Rule 144) be employed by the Tenant, workmen shall have labor union affiliations compatible with others employed by the Landlord and its contractors; and if the work proposed by the Tenant may affect the structure of the Subscriber who agrees Premises or any part of the Building or any of the electrical, mechanical or base building systems of the Building, the Landlord may elect that it be performed either by the Landlord or by its contractors, in which case the Tenant shall pay to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”Landlord as Additional Rent the costs of the Landlord relating to such work, as defined in Rule 501(a) including reasonable fees of Regulation D, as amended, under the Securities ActExperts; (Dd) if the Tenant performs any work without complying with the provisions of this Section and does not remove it upon notice the Landlord shall have the right to do so and to restore the Premises to their previous condition, in which case the Tenant shall pay to the Landlord as Additional Rent the costs of such work; and (e) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber Tenant shall have delivered pay to the CompanyLandlord as Additional Rent to compensate the Landlord for its services under this Section a supervisory fee which is reasonable in all the circumstances, at the cost except in respect of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementinitial leasehold improvements.

Restrictions. Each Subscriber understands that(a) No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any other manner transfer, any Registrable Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale sale, transfer, hypothecation, assignment, pledge, encumbrance or resale other disposition of this share certificate and the shares Common Stock represented hereby are restricted by and are subject to all or any portion of the Securities has terms, conditions and provisions of that certain Stockholders Agreement, dated as of [ ], 2008, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been and is not being registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws, and all laws or any portion of the Securities may not be transferred unless:pursuant to an exemption therefrom.” (Ac) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities are sold to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold Act or transferred may be sold or transferred pursuant to an exemption from such registration; (C) the registration requirements of the Securities are sold Act or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S 144 or Rule 144A promulgated under the Securities Act and (or a successor ruleii) in accordance with all applicable Laws (including, without limitation, all securities laws); and, . (e) The restrictions contained in each case, this Section 2.1 shall expire on the Subscriber shall have delivered to the Company, at the cost first anniversary of the Company, a customary opinion date of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementthis Agreement.

Restrictions. Each Subscriber understands that(A) From and after the Closing Date, no Group Participant shall disclose, directly or indirectly, to any person or entity, or make use of, without the express authorization of IHS and Buyer, any non-public pricing strategies or records of either Seller, any proprietary data or trade secrets owned by either Seller, Buyer or IHS or any financial or other information about any of them ("CONFIDENTIAL INFORMATION"); provided that the foregoing restrictions shall not apply to any information which: (iI) The sale is or resale becomes generally known to the public through no wrongful act on the part of all any Seller or Shareholder; or (II) is or becomes known to the disclosing party on a non- confidential basis from a third party without restriction and without breach of this Agreement; or (III) is approved for release by written authorization signed by Buyer; or (IV) is required to be disclosed in accordance with applicable law; provided, however, prior to making any such disclosure the party required to make such disclosure shall provide Buyer with prompt notice of such requirement to enable Buyer to seek an appropriate protective order and such party will use its best efforts to preserve the confidentiality of such information and will disclose only that portion of the Securities has not been and information as is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not required to be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act;disclosed. (B) Each Group Participant acknowledges that the Subscriber shall have delivered restrictions contained in this Section 10.3 are reasonable and necessary to protect the Companylegitimate business interests of Buyer and IHS, at and that any violation thereof by any of them would result in irreparable harm to Buyer and IHS. Accordingly, each Group Participant agrees that upon the cost violation by any of them of any of the Companyrestrictions contained in this Section 10.3, a customary opinion of counsel that Buyer and IHS shall be in formentitled to obtain from any court of competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law or equity, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold under this Agreement or transferred may be sold or transferred pursuant to an exemption from such registration;otherwise. (C) Until Closing, or earlier termination of this Agreement, the Securities are sold or transferred to an “affiliate” (as defined in Rule 144) provisions of Paragraph 12 of the Subscriber who agrees Letter of Intent among the parties hereto (the "LETTER OF INTENT") dated as of January 9, 1996, and as extended from time to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”time, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, in each case, the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangementsurvive.

Restrictions. Each Subscriber understands thatThe Optionee, by acceptance hereof, represents and warrants as follows: (a) The Option and the right to purchase Shares hereunder is personal to the Optionee and shall not be transferred to any other person, other than (i) The sale by will or resale the laws of all descent and distribution, or any portion (ii) pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 11, or the levy of any attachment or similar process upon the Option or such right, shall be null and void. Notwithstanding the foregoing, the Optionee may, by delivering notice to the Corporation, in a form satisfactory to the Corporation, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option. (b) The Optionee has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities has Act and applicable state statutes; the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state statutes and is must be held and may not being be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the Securities Act; (B) the Subscriber shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (C) registration is available, except as set forth herein; the Securities are sold Corporation is under no obligation to register the Option or transferred to an “affiliate” (as defined in Rule 144) of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and who is an “accredited investor”, as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act; (D) the Securities are sold pursuant to Rule 144; or (E) the Securities are sold pursuant to Regulation S Shares under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Shares may be practicably impossible; the Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRA TION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION. (c) Regardless of whether the offering and sale of Shares have been registered under the Securities Act or a successor rule); andhave been registered or qualified under the securities laws of any state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) (“Restricted Stock”) if, in each casethe judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the Subscriber shall have delivered to the Company, at the cost securities laws of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing any state or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or any other lending arrangementlaw.