Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. Each certificate representing shares of Common Stock and held by a Shareholder will bear a legend substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."

Restrictive Legend. Each certificate representing (i) the Shares, ------------------ and (ii) shares of the Company's Common Stock issued upon conversion of the Shares, and held (iii) any other securities issued in respect of the Shares, or the Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by a Shareholder will bear such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYUpon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be required, and provided that the Company shall not be obligated to remove any such legends prior to the date of the initial public offering of the Company's Common Stock under the Securities Act."

Restrictive Legend. Each certificate representing shares of Common Stock and the Shares held by a Shareholder will bear a legend the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreement): under applicable state securities laws): (a) 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 (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MORE AGREEMENTS BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Founder, Investor and Former Preferred Holder and Comerica 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.

Restrictive Legend. Each certificate representing shares (a) the Shares, (b) the Registrable Securities, and (c) any other securities issued in respect of Common Stock the securities referenced in clauses (a) and held (b) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 1.4 below) be stamped or otherwise imprinted with certain legends, including a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER TRANSFERRED ONLY IN ACCORDANCE WITH THE UNITED STATES SECURITIES ACT TERMS OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENTS BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION ORIGINAL STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."” 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.

Restrictive Legend. Each In addition to any other restrictive legend that may be imposed on any certificate representing shares evidencing ownership of Common Stock and held by a Shareholder will any Membership Interest, such certificate shall bear a legend substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "legend: THE SECURITIES REPRESENTED SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS SECURITY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION. IF AT ANY TIME SUCH COMMISSION FINDS THAT AN OWNER OF THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT SECURITY IS UNSUITABLE TO (i) CONTINUE TO HAVE AN EFFECTIVE REGISTRATION STATEMENT UNDER INVOLVEMENT IN GAMING IN SUCH STATE, SUCH OWNER MUST DISPOSE OF SUCH SECURITY AS PROVIDED BY THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) LAWS OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION STATE OF COUNSEL REASONABLY SATISFACTORY TO NEVADA AND THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER REGULATIONS OF THE SE- CURITIES NEVADA GAMING COMMISSION THEREUNDER, SUCH LAWS AND REGULATIONS RESTRICT THE RIGHT UNDER CERTAIN CIRCUMSTANCES: (A) TO RECEIVE ANY SHARE OF THE DISTRIBUTION OF PROFITS OR CASH OR ANY OTHER PROPERTY OF, OR PAYMENTS UPON DISSOLUTION OF, THE COMPANY, OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH A TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY SUCH INTEREST; (C) TO PARTICIPATE IN THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST ; OR (D) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANYCOMPANY FOR SERVICES RENDERED OR OTHERWISE."

Restrictive Legend. Each certificate representing shares of Common Stock and held by a Shareholder will bear a legend substantially similar to the Registrable Securities shall be stamped or otherwise imprinted with the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "similar legend: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED UNLESS THERE IS (iA) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 COVERING SUCH SECURITIES, OR (iiB) AN APPLICABLE A VALID EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THEREFROM AND THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY CORPORATION OR ITS TRANSFER AGENT RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT IT, STATING THAT SUCH EXEMPTION SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. REQUIREMENTS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ACT AND THE TERMS AND CONDITIONSQUALIFICATION REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAW. In addition, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFthe Company may place on the certificates representing Registrable Securities any other legends required by applicable law. The Holders consent to the making of a notation by the Company on its records and giving instructions to any transfer agent of its common stock in order to implement the restrictions on transfer established in this Agreement, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28including without limitation, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYthe instruction to impose a stop transfer order on the Registrable Securities during a Black-Out Period."

Restrictive Legend. Each certificate representing shares (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of Common the Warrants), (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock and held upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 4 below) be stamped or otherwise imprinted with the following legends (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreement): "under applicable state securities laws): (a) THE SECURITIES 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 OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing shares the Securities and any other securities issued in respect of Common Stock and held the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 11(c) below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreement): "under applicable state securities laws): (i) 33 Act Legend. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR SIMILAR RULE OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. (ii) Lock-Up Legend. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT OTHERWISE TRANSFERRED FOR A PERIOD NOT TO (i) AN EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED FILED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALEFOR ITS INITIAL PUBLIC OFFERING. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSThe Investor and each holder of Securities and each subsequent transferee, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFassignee, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28transferee or pledgee (hereinafter collectively, 2000. THE SHAREHOLDERS AGREEMENT CONTAINSincluding the Investor, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYreferred to as a "Holder") consents to the Company making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer established in Sections 11 and 15."

Restrictive Legend. Each certificate representing shares Registrable Securities shall (unless otherwise permitted by the provisions of Common Stock and held by a Shareholder will bear Section 1.4 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY), OR OTHER EVIDENCE, REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER AGREEMENT BETWEEN THE UNITED STATES SECURITIES ACT COMPANY AND THE STOCKHOLDER, A COPY OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) WHICH IS ON FILE WITH THE SECRETARY OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPANY.” “THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A MARKET STAND-OFF AGREEMENT IN THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, EVENT OF A SHAREHOLDERS AGREEMENT DATED AS PUBLIC OFFERING, A COPY OF NOVEMBER 28, 2000. WHICH IS ON FILE WITH THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."” 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.

Restrictive Legend. Each certificate In order to reflect the restrictions on disposition of the shares acquired upon exercise of the Option (the "Restricted Shares"), all stock certificates representing shares of Common Stock and held the Restricted Shares issued shall, if required by a Shareholder will bear the Board (or the Committee, if established), have affixed thereto a legend substantially similar to in the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): form: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED PLEDGED, HYPOTHECATED, SOLD OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE NOT REQUIRED UNDER SAID ACT." "IN CONNECTION WITH SUCH ADDITION, THE SALE. , TRANSFER, ASSIGNMENT, DISTRIBUTION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, CONDITIONS OF A SHAREHOLDERS STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 28JUNE 18, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS1996, AS AMENDED, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER BPC HOLDING CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING CAPITAL STOCK OF SUCH CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SE- CURITIES HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY. A COPY SECRETARY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYBPC HOLDING CORPORATION."

Restrictive Legend. Each certificate representing shares of Common Stock and held by a Shareholder will bear a legend substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."

Restrictive Legend. Each certificate representing shares of (i) the Series AA Preferred Stock, Series BB Preferred Stock, Series CC Preferred Stock, Series DD Preferred Stock, the Series AA Investors Common Shares, the Recapitalization Common Shares and the Conversion Stock and held (ii) any other securities issued in respect of any of the foregoing upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 1A.3 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with in addition to any legend required under applicable state securities laws) (such additions thereto or changes therein as the Company may be advised by counsel are shares required by law or necessary to give full effect to this Agreementbear such legend, “Restricted Securities”): "“THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT (UNLESS THE COMPANY AFFIRMATIVELY WAIVES SUCH OPINION REQUIREMENT). COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYCORPORATION."” 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 Rights Agreement.

Restrictive Legend. Each stock certificate representing shares (i) the ------------------ Securities, or (ii) any other securities issued in respect of Common Stock and held by a Shareholder will bear a legend the Securities upon any stock split, stock dividend, merger, consolidation, recapitalization, or similar event (collectively the "Restricted Securities"), shall be stamped or --------------------- otherwise imprinted with legends in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES --- HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY AND MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED, OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iI) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE UNITED STATES ACT IS IN EFFECT AS TO THESE SECURITIES ACT OF 1933 OR (iiII) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY THERE IS AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY TO THE EFFECT CORPORATION, THAT SUCH AN EXEMPTION FROM REGISTRATION THEREFROM IS AVAILABLE IN CONNECTION WITH SUCH SALEAVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER COPIES OF THE SE- CURITIES AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER, THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS IMPOSING A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY. A COPY , MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM CORPORATION AT THE COMPANYPRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each Investor and holder of any Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer described in this Section."

Restrictive Legend. Each certificate representing (i) the Series A Preferred, (ii) shares of the Company's Common Stock issued upon conversion of the Series A Preferred, and held (iii) any other securities issued in respect of the Series A Preferred (or Common Stock issued upon conversion of the Series A Preferred) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iI) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 IS EFFECTIVE COVERING SUCH TRANSFER OR (iiII) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY THERE IS AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES OF THE COMPANYCOMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. Each Purchaser and Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Series A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYPreferred or the Common Stock in order to implement the restrictions on transfer established in this Section."

Restrictive Legend. Each certificate representing shares (i) the Shares, and (ii) any other securities issued in respect of Common Stock and held the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by a Shareholder will bear such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYUpon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be required."

Restrictive Legend. Each certificate or note representing shares a Note or Note Share and any other securities issued in respect of Common Stock and held the Note Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 7.4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF UNLESS THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Investor and each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Note or Note Shares in order to implement the restrictions on transfer established in this Section 7."

Restrictive Legend. Each On and after the date of this Agreement, each certificate representing shares (i) the Preference Shares, (ii) the Conversion Shares and (iii) any other securities issued in respect of Common Stock and held the Preference Shares or the Conversion Shares upon any share split, share dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend the provisions of Section 2.4 below) be stamped or otherwise imprinted with legends substantially similar to in the following form (with such additions thereto in addition to any legend required under applicable federal, state, local or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "non-United States law): (a) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iA) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 IS IN EFFECT AS TO SUCH TRANSFER OR (iiB) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE RULE 144, OR (iiC) IN THE REASONABLE OPINION OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION COMPLY WITH SUCH SALE. THE SECURITIES ACT.” (b) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER EFFECTIVE DATE OF THE SE- CURITIES INITIAL REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. A COPY SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYTHESE SHARES."” Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preference Shares or the Ordinary Shares in order to implement the restrictions on transfer established in this Section 2.

Restrictive Legend. (i) Each certificate representing shares of Common Stock and held by a Shareholder will bear the Purchased Shares may be endorsed with a legend substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "following: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED OR SOLD EXCEPT PURSUANT TO (i) HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE UNITED STATES SECURITIES TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT COMPANY, STATING THAT SUCH EXEMPTION SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION IS AVAILABLE IN CONNECTION WITH AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH SALEACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE TERMS POWERS, DESIGNATIONS, PREFERENCES AND CONDITIONSRELATIVE, INCLUDING WITH RESPECT TO THE DIRECT PARTICIPATING, OPTIONAL, OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SPECIAL RIGHTS OF THE SE- CURITIES SERIES A CONVERTIBLE PREFERRED STOCK AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYSUCH PREFERENCES AND/OR RIGHTS." (ii) Each certificate representing the Purchased Shares may also be endorsed with any other legends required by applicable state securities laws. (iii) The Company need not register a transfer of any Purchased Shares, and may also instruct its transfer agent, if any, not to register the transfer of the Purchased Shares, unless the conditions specified in the foregoing legends are satisfied.

Restrictive Legend. Each certificate or note representing shares the Securities and any other securities issued in respect of Common Stock and held by a Shareholder will bear the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF UNLESS THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH SATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYCORPORATION."

Restrictive Legend. Each certificate representing (i) the Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred, (ii) shares of the Company's Common Stock issued upon conversion of the Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred, and held (iii) any other securities issued in respect of the Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred and Common Stock issued upon conversion of the Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDERSAID ACT. ANY SALE PURSUANT TO CLAUSE (ii) COPIES OF THE PRECEDING SENTENCE MUST AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE ACCOMPANIED OBTAINED AT NO COST BY AN OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL REASONABLY SATISFACTORY RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYCORPORATION."

Restrictive Legend. Each certificate representing shares of (i) the Common Stock issued pursuant to the Common Stock Agreement and held (ii) any other securities issued in respect of such Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 1.4 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY TO THE EFFECT IT STATING THAT SUCH EXEMPTION SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALEAND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SE- CURITIES OF THE COMPANY. THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM PRINCIPAL OFFICE OF THE COMPANYISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer established in this Section 1."

Restrictive Legend. Each certificate representing shares of Common Stock and held by a Shareholder will bear Warrant Share, when issued, shall include a legend in substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ACT OF 1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED PLEDGED, SOLD, ASSIGNED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED UNTIL A (i1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES ACT AND ANY APPLICABLE STATE SECURITIES ACT OF 1933 LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (ii2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) RECEIPT BY THE COMPANY OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE NOT REQUIRED IN CONNECTION WITH SUCH SALETHE PROPOSED TRANSFER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSThe Company will not, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFby amendment of its charter or through reorganization, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28consolidation, 2000merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment. THE SHAREHOLDERS AGREEMENT CONTAINSDated: ____________ __, AMONG OTHER THINGS2009 SPECTRASCIENCE, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANYINC. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYAttest: By: Xxxxx Xxxxxxx Xxxxx Xxxxxxx Title: Chairman and CEO Title: Secretary The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of Purchasing ________ shares of Common Stock and hereby makes payment of ______________ in payment of the actual exercise price thereof."

Restrictive Legend. Each certificate representing shares (a) the Shares, (b) the Conversion Shares, and (c) any other securities issued in respect of Common Stock the securities referenced in clauses (a) and held (b) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Subsection 2.4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER TRANSFERRED ONLY IN ACCORDANCE WITH THE UNITED STATES SECURITIES ACT TERMS OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENTS BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION ORIGINAL STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."” 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 2.

Restrictive Legend. Each certificate representing shares of Common (i) the Preferred, (ii) the Conversion Stock and held (iii) any other securities issued in respect of the Preferred or the Conversion Stock upon any Recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 2.3 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Purchaser and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred or the Common Stock in order to implement the restrictions on transfer established in this Section 2."

Restrictive Legend. Each certificate representing shares of Common Stock and held by a Shareholder will bear The Securities (unless registered under the Act) shall be stamped or imprinted with a legend in substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD OR SOLD OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO (i) REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT UNDER EXEMPTION THEREFROM. THE UNITED STATES ISSUER OF THESE SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT ISSUER THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH SUCH SALETHE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. The Securities also shall be stamped or imprinted with the following additional legends: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS (1) RESTRICTIONS ON TRANSFERABILITY AND CONDITIONSRESALE, INCLUDING WITH RESPECT TO A LOCK-UP PERIOD IN THE DIRECT OR INDIRECT TRANSFER THEREOF, EVENT OF A SHAREHOLDERS PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT DATED AS AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF NOVEMBER 28THESE SHARES, 2000. COPIES OF WHICH MAY BE OBTAINED AT THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES PRINCIPAL OFFICE OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYAny legend required by any applicable state securities laws or other agreements relating to the Securities."

Restrictive Legend. Each certificate representing shares (i) the Preferred, (ii) the Conversion Stock, and (iii) any other securities issued in respect of Common the Preferred or the Conversion Stock and held upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 2.3 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Purchaser and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred or the Common Stock in order to implement the restrictions on transfer established in this Section 2."

Restrictive Legend. Each certificate representing shares (i) the Shares, (ii) the Conversion Shares, and (iii) any other securities issued in respect of Common Stock the securities referenced in clauses (i) and held (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 6.4 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION SHAREHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" 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 6.

Restrictive Legend. Each certificate representing shares of Common (a) the Series A Preferred Stock, (b) the Conversion Stock and held (c) any other securities issued in respect of the Series A Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 4 below) be stamped or otherwise imprinted with the following legends (with such additions thereto in addition to any legend required under applicable state or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "foreign securities laws): (a) THE SECURITIES 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 OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES, IMPOSING CERTAIN RIGHTS OF FIRST REFUSAL AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. ." Each Purchaser consents to the Company making a notation on its records and giving instructions to any transfer agent of the Series A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYPreferred or the Common Stock in order to implement the restrictions on transfer established pursuant to this Agreement or applicable law."

Restrictive Legend. Each certificate representing the ------------------ Preferred Stock and the Conversion Shares and any shares of Common Stock and held or other securities issued in respect of such Preferred Stock or the Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 8.4 below) be stamped or otherwise imprinted with the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): legend: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (i1) AN EFFECTIVE A REGISTRATION STATEMENT WITH RESPECT TO SUCH SHARES SHALL BE EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED, OR (ii2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER, OR (3) THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION SHALL HAVE RECEIVED A "NO ACTION" LETTER FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO EXCHANGE COMMISSION COVERING SUCH TRANSFER AND AN OPINION AS REFERRED TO ABOVE RELATING TO STATE LAW; TRANSFERABILITY IS FURTHER SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28PREFERRED STOCK PURCHASE AGREEMENT, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS WHICH AGREEMENT IS AVAILABLE UPON REQUEST FROM ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

Restrictive Legend. Each certificate representing (a) the Preferred, (b) shares of the Common Stock issued upon conversion of the Preferred, (c) any security for which subsequent registration rights are granted in accordance with Section 20(b) of the Agreement, and held (d) any other securities issued in respect of any shares described in clauses (a), (b), and (c) above upon any stock split, stock dividend, recapitalization, or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 3 above) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iI) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 COVERING SUCH OFFER, SALE OR TRANSFER OR (iiII) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY THERE IS AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FOR SUCH OFFER, SALE OR TRANSFER IS AVAILABLE. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALESECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, EFFECTIVE DATE OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER REGISTRATION STATEMENT OF THE SE- CURITIES COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. A COPY SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYTHESE SECURITIES. Each Purchaser and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred or the Common Stock in order to implement the restrictions on transfer established in this Section."

Restrictive Legend. Each certificate representing shares (i) Preferred Shares, (ii) Conversion Shares, and (iii) any other securities issued in respect of Common Stock and held the Preferred Shares or the Conversion Shares upon any Recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend the provisions of Section 3.3 below) be stamped or otherwise imprinted with legends substantially similar to in the following form (with such additions thereto in addition to any legend required under applicable federal, state, local or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "non-United States law): (a) “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iA) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 IS IN EFFECT AS TO SUCH TRANSFER OR (iiB) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE RULE 144, OR (iiC) IN THE OPINION OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE COMPANY TO ACT.” (b) “THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A LOCK UP PERIOD OF UP TO 180 DAYS FOLLOWING THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, EFFECTIVE DATE OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER REGISTRATION STATEMENT OF THE SE- CURITIES COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. A COPY SUCH LOCK UP PERIOD IS BINDING ON TRANSFEREES OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYTHESE SHARES."” Each Investor and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Shares or the Conversion Shares in order to implement the restrictions on transfer established in this Section 3.

Restrictive Legend. Each certificate representing shares (i) the Preferred Shares, (ii) the Conversion Shares, (iii) the Common Shares and (iv) any other securities issued in respect of Common Stock the securities referenced in clauses (i), (ii) and held (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION SHAREHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Investor and 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.

Restrictive Legend. Each certificate representing shares (i) the Shares and (ii) any securities issued in respect of Common Stock and held the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by a Shareholder will bear such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYUpon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be required."

Restrictive Legend. Each certificate representing shares the Preferred Stock, the Conversion Stock, the Founders' Stock, the Warrant Stock or any other securities issued in respect of Common Stock and held such stock upon any stock split, stock dividend, recapitalization, merger, or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legends required by law agreement or necessary to give full effect to this Agreementby applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY TO THE EFFECT IT STATING THAT SUCH EXEMPTION SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALEAND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A LOCKUP PERIOD OF UP TO 180-DAYS FOLLOWING THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, EFFECTIVE DATE OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER CERTAIN REGISTRATION STATEMENTS OF THE SE- CURITIES COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY. ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE SHAREHOLDERS AGREEMENT PRINCIPAL OFFICE OF THE ISSUER. SUCH LOCKUP PERIOD IS AVAILABLE UPON REQUEST FROM THE COMPANYBINDING ON TRANSFEREES OF THESE SHARES. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement."

Restrictive Legend. Each certificate representing shares of Common (i) the Conversion Stock and held the Warrants and the underlying stock and (ii) any other securities issued in respect of the Conversion Stock and the Warrants and the underlying stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of SECTION 4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Agreement."

Restrictive Legend. Each certificate The Investor's acknowledge and agree that the Shares, the Warrants and the shares underlying the Warrants and, until such time as the Shares, the Warrants and the shares underlying the Warrants have been registered under the 1933 Act and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Shares, the Warrants and the shares of Common Stock and held by a Shareholder will underlying the Warrants shall bear a legend substantially similar to the following restrictive legends: (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "i) THE SECURITIES [SHARES OF COMMON STOCK][WARRANTS] REPRESENTED BY THIS CERTIFICATE MAY HAVE NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH [SHARES][WARRANTS] NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (ii2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT THE INVESTOR'S SHALL HAVE DELIVERED TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY COMPANY, TO THE EFFECT THAT SUCH THE [SHARES OF COMMON STOCK][WARRANTS] TO BE SOLD OR TRANSFERRED MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYREGISTRATION." (ii) Any legend required by the blue sky or securities laws of any state or jurisdiction to the extent such laws are applicable to the shares represented by the certificate so legended. The certificates representing the Common Stock and the Warrants shall be subject to a stop transfer order with WHAI's transfer agent that restricts the transfer of such shares or warrants except in compliance herewith.

Restrictive Legend. Each certificate representing shares (i) the Preferred Stock, (ii) the Conversion Stock, and (iii) any other securities issued in respect of Common the Preferred Stock and held or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT RESTRICTING THE TRANSFER OF THESE SHARES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYThe Investors and/or Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Agreement."

Restrictive Legend. Each certificate representing shares the Shares, ------------------ Founders' Shares and any securities issued in respect of Common the Shares or Founders' Shares, including upon conversion of the Preferred Stock and held by a Shareholder will bear Holder and upon any Recapitalization, Reorganization or similar event or a reincorporation shall (unless otherwise permitted by the provisions of Section 2.3 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Holder and Founder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Section 2."

Restrictive Legend. Each certificate representing (i) the Shares, ------------------ and (ii) shares of the Company's Common Stock issued upon conversion of the Shares, and held (iii) any other securities issued in respect of the Shares, or the Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by a Shareholder will bear such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYUpon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be required, and provided that the Company shall not be obligated to remove any such legends prior to the date of the initial public offering of the Company's Common Stock under the Securities Act."

Restrictive Legend. Each During all periods of time in which an ------------------ effective registration statement of the Common Shares under the Securities Act is not in effect, each certificate representing shares any portion or all of the Common Stock Shares and held by a Shareholder will bear a legend substantially any certificate reflecting any stock split, stock dividend, recapitalization, merger, consolidation or similar event with respect to the Common Shares shall (unless otherwise permitted by the provisions of section 6 below) be stamped or otherwise imprinted with the following legend (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE OFFERED SOLD, ASSIGNED, PLEDGED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY TO THE EFFECT IT STATING THAT SUCH EXEMPTION SALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALEAND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSCERTAIN RESTRICTIONS ON THEIR SALE, INCLUDING WITH RESPECT TO THE DIRECT ASSIGNMENT, PLEDGE OR INDIRECT TRANSFER THEREOF, SET FORTH IN SECTION 6 OF A SHAREHOLDERS REGISTRA TION RIGHTS AGREEMENT DATED AS OF NOVEMBER June 28, 20001996 AMONG MICRON TECHNOLOGY, INC. AND CERTAIN OTHER PARTIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYCORPORATION."" Each party consents to the Company making a notation on its records and giving instructions to any transfer agent of the Company Shares in order to implement the restrictions on transfer established in this Agreement.

Restrictive Legend. Each certificate representing shares for the Shares and each certificate for any such securities issued to subsequent transferees of Common Stock and held any such certificate shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 4(c)) be stamped or otherwise imprinted with the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): legend: "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 APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE UNITED STATES TRANSFER OF THESE SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY IS SUBJECT TO THE COMPANY CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, AMONG MICRUS CORPORATION AND CERTAIN OTHER SIGNATORIES THERETO (AS THE SAME MAY BE AMENDED FROM TIME TO TIME) AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, MICRUS CORPORATION HAS AGREED TO DELIVER TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSSECRETARY OF MICRUS CORPORATION." In addition, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFcertificate(s) for the Shares may bear other legends as may be required by applicable State securities laws or by Regulation S under the Securities Act of 1933, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYas amended."

Restrictive Legend. Each certificate representing shares of Common (i) the Conversion Stock and held (ii) any other securities issued in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Purchaser and each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Agreement."

Restrictive Legend. Each certificate representing (i) the Serial Preferred ------------------ (ii) shares of the Company's Common Stock and held issued upon conversion of the Serial Preferred (iii) shares issued or issuable in respect of any shares described in clauses (i)-(ii) above upon any stock split, stock dividend, recapitalization, or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDERSAID ACT. ANY SALE PURSUANT TO CLAUSE (ii) COPIES OF THE PRECEDING SENTENCE MUST AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE ACCOMPANIED OBTAINED AT NO COST BY AN OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL REASONABLY SATISFACTORY RECORD OF THIS CERTIFICATE TO THE COMPANY TO SECRETARY OF THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALECORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSCERTAIN RESTRICTIONS UPON TRANSFER, INCLUDING WITH RESPECT TO A RIGHT OF FIRST OFFER, AS SET FORTH IN AN AGREEMENT BETWEEN THE DIRECT OR INDIRECT TRANSFER THEREOFCORPORATION AND THE REGISTERED HOLDER, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF WHICH IS ON FILE AT THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM PRINCIPAL OFFICE OF THE COMPANYCORPORATION. SUCH TRANSFER RESTRICTIONS, INCLUDING THE RIGHT OF FIRST OFFER ARE BINDING ON TRANSFEREES OF THESE SHARES."

Restrictive Legend. Each certificate representing shares (a) the Shares, (b) the Conversion Shares or (c) any other securities issued in respect of Common Stock the securities referenced in clauses (a) and held (b) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 2.3 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 3. 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION STOCKHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" 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 2.

Restrictive Legend. Each certificate representing shares of Common Stock and held by a Shareholder will bear Warrant Share, when issued, shall include a legend in substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ACT OF 1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED PLEDGED, SOLD, ASSIGNED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED UNTIL A (i1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES ACT AND ANY APPLICABLE STATE SECURITIES ACT OF 1933 LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (ii2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) RECEIPT BY THE COMPANY OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE NOT REQUIRED IN CONNECTION WITH SUCH SALETHE PROPOSED TRANSFER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSThe Company will not, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFby amendment of its charter or through reorganization, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28consolidation, 2000merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment. THE SHAREHOLDERS AGREEMENT CONTAINSDated: ____________, AMONG OTHER THINGS2010 SPECTRASCIENCE, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANYINC. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYAttest: By: Xxxxx Xxxxxxx Xxxxx Xxxxxxx Title: Chairman and CEO Title: Secretary The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of Purchasing ________ shares of Common Stock and hereby makes payment of ______________ in payment of the actual exercise price thereof."

Restrictive Legend. Each certificate representing shares of representing: (i) the Securities including the Common Stock of the Company issued or issuable upon conversion of the Preferred Stock and held the Common Stock issued or issuable upon exercise of the Warrants; (ii) any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 2(c) below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO (i) HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE UNITED STATES SECURITIES SAID ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer established in this Section 2."

Restrictive Legend. Each certificate representing shares (i) the Shares, (ii) the Conversion Shares and (iii) any other securities issued in respect of Common Stock and held the Shares or the Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (hereinafter collectively referred to as the "Restricted Securities"), shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 12.3 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM QUALIFIED UNDER THE LAWS OF ANY STATE. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF OR SUCH 27 28 QUALIFICATION UNLESS THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY TRANSFER IS IN ACCORDANCE WITH RULE 144 OR SIMILAR RULE OR UNLESS TRITON RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYIBM and each subsequent transferee (hereinafter collectively referred to as a "Holder") consents to TRITON making a notation on its records and giving instructions to any transfer agent of the Shares or the Conversion Shares in order to implement the restrictions on transfer established in this Section 12."

Restrictive Legend. Each certificate representing shares (i) the Warrant, (ii) the Warrant Shares, or (iii) any other securities issued in respect to the Warrant or Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Common Stock and held by a Shareholder will bear Section 5.3 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreement): "under applicable state securities laws); THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY STATE SECURITIES ACT. SUCH SECURITIES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY ASSOCIATION RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTS. COPIES OF THE APPLICABLE PORTION OF THE AGREEMENT RESTRICTING THE TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES ASSOCIATION AT THE PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF THE COMPANYASSOCIATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYThe Warrantholder consents to the Association making a notation on its records and giving instructions to any transfer agent of the Warrant or the Common Stock in order to implement the restrictions on transfer established in this Section 5."

Restrictive Legend. Each In addition to any other legend that may be required, each certificate (if any) representing shares of Common Stock and held by a Shareholder will bear a legend the Subject Shares shall be stamped or otherwise imprinted with legends substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable Laws): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED IN THE ABSENCE OF (iA) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (iiB) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDERSECURITIES LAWS. ANY SALE PURSUANT ATTEMPT TO CLAUSE (ii) TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO IS SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER CONDITIONS OF THE SE- CURITIES INVESTOR RIGHTS AGREEMENT, DATED [•], 2023, BY AND BETWEEN THE COMPANY AND THE HOLDER OF THE COMPANYSECURITIES. A COPY BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL PROVISIONS OF THE SHAREHOLDERS SAID AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYAS APPLICABLE."” The Investor agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of Subject Shares except in compliance with the restrictions set forth in this Section 4.3.

Restrictive Legend. Each certificate representing shares (i) the Shares, (ii) the Conversion Shares, and (iii) any other securities issued in respect of Common Stock the securities referenced in clauses (i) and held (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "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 SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE COMPANY MAY REASONABLY REQUEST AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION SHAREHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Investor and 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.

Restrictive Legend. (a) Each certificate representing shares of Common Stock and Registerable Securities held by any Holder who is a Shareholder will bear party to an TSW Affiliate Agreement (as defined in Section 4.5 of the Merger Agreement) or an INDUS Affiliate Agreement (as defined in Section 5.5 of the Merger Agreement) shall be stamped or otherwise imprinted with a legend substantially similar as provided in the TSW Affiliate Agreement. (b) The Company agrees to remove promptly stop transfer instructions and the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO legend provided in Section 1.2(a) above when (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR such proposed sale, transfer or other distribution is permitted pursuant to Rule 145(d) under the Securities Act; (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE counsel representing the Holder, which counsel is reasonably satisfactory to the Company, shall have advised the Company in a written opinion letter satisfactory to the Company and Company's legal counsel, and upon which the Company and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition; (iiiii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSa registration statement under the Securities Act covering the Registerable Securities proposed to be sold, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFtransferred or otherwise disposed of, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28describing the manner and terms of the proposed sale, 2000. THE SHAREHOLDERS AGREEMENT CONTAINStransfer or other dispositions, AMONG OTHER THINGSand containing a current prospectus, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYshall have been filed with the SEC and made effective under the Securities Act; (iv) an authorized representative of the SEC shall have rendered written advice to Holder (sought by Holder or counsel to Holder, with a copy thereof and all other related communications delivered to the Company) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any action, with respect to the proposed disposition if consummated; or (v) when the Holder of Registerable Securities is no longer subject to the restrictions in Rule 145 under Rule 145(d)(2) or (3)." (c) Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Registerable Securities in order to implement the restrictions on transfer established in this Agreement.

Restrictive Legend. Each certificate representing shares the Shares and any other securities issued in respect of Common Stock and held the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 2.4 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS ISSUER RECEIVES EITHER (A) AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR ISSUER) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT, OR (B) OTHER EVIDENCE REASONABLY SATISFACTORY TO ISSUER, THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE TRANSFERRED ONLY IN CONNECTION ACCORDANCE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS OF AN AGREEMENT BETWEEN ISSUER AND CONDITIONSTHE STOCKHOLDER, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF WHICH IS ON FILE WITH THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYSECRETARY OF ISSUER."" Each Holder consents to Parent 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 2.3.

Restrictive Legend. Each certificate representing (i) the Preferred, (ii) shares of the Company’s Common Stock issued upon conversion of the Preferred, and held (iii) any other securities issued in respect of the Preferred (or Common Stock issued upon conversion of the Preferred) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iI) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 IS EFFECTIVE COVERING SUCH TRANSFER OR (iiII) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY THERE IS AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY COMPANY, THAT AN EXEMPTION THEREROM IS AVAILABLE. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES OF THE COMPANYCOMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach holder of a certificate representing Restricted Securities consents to the Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred or the Common Stock in order to implement the restrictions on transfer established in this Section."

Restrictive Legend. Each certificate representing shares (i) the Preferred Stock, (ii) the Conversion Shares, (iii) the Common Stock, and (iv) any other securities issued in respect of Common Stock the securities referenced in clauses (i), (ii) and held (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 1.5 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "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 (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION SHAREHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY THESE CONDITIONS TO TRANSFER SHALL TERMINATE ON THE 180TH DAY FOLLOWING THE EFFECTIVE DATE OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY'S INITIAL PUBLIC OFFERING."

Restrictive Legend. Each certificate representing shares of the Class B ------------------ Common Stock issued upon exercise of the Warrant and held the Common Stock issued upon conversion thereof and any other securities issued in respect thereof upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 7.3 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE PLEDGED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY TO THE EFFECT IT STATING THAT SUCH EXEMPTION SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO TO, AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH, THE TERMS OF CERTAIN AGREEMENTS AMONG THE COMPANY, THE STOCKHOLDER AND CONDITIONSCERTAIN OTHER HOLDERS OF THE COMPANY'S STOCK, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFWHICH INCLUDE, WITHOUT LIMITATION, OBLIGATIONS OF A SHAREHOLDERS AGREEMENT DATED AS RIGHTS OF NOVEMBER 28FIRST OFFER, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER AND ACQUISITION OF THE SE- CURITIES ADDITIONAL SECURITIES OF THE COMPANY. A COPY , COPIES OF WHICH ARE ON FILE WITH THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM SECRETARY OF THE COMPANY."" The Investor consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Agreement.

Restrictive Legend. Each stock certificate representing shares (i) the ------------------ Securities, or (ii) any other securities issued in respect of Common Stock and held by a Shareholder will bear a legend the Securities upon any stock split, stock dividend, merger, consolidation, recapitalization, or similar event (collectively the "Restricted Securities"), shall be stamped or --------------------- otherwise imprinted with legends in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY AND MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED, OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iI) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE UNITED STATES ACT IS IN EFFECT AS TO THESE SECURITIES ACT OF 1933 OR (iiII) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY THERE IS AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY TO THE EFFECT CORPORATION, THAT SUCH AN EXEMPTION FROM REGISTRATION THEREFROM IS AVAILABLE IN CONNECTION WITH SUCH SALEAVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER COPIES OF THE SE- CURITIES AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER, THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS IMPOSING A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY. A COPY , MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM CORPORATION AT THE COMPANYPRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each Investor and holder of any Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer described in this Section."

Restrictive Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon: The voting of the shares of Common Stock stock represented by this certificate, and held by a Shareholder will bear a legend substantially similar the sale, encumbrance or other disposition thereof, are subject to the following (with such additions thereto or changes therein as provisions of a Stockholders Agreement to which the Company issuer and certain of its stockholders are party, a copy of which may be advised inspected at the principal office of the issuer or obtained from the issuer without charge. Each certificate representing Investor Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by counsel are required this certificate were originally issued to, or issued with respect to shares originally issued to, the following Investor: . Each certificate representing Other Investor Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by law this certificate were originally issued to, or necessary issued with respect to give full effect shares originally issued to, the following Other Investor: . Each certificate representing Management Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Manager: . Each certificate representing Trust Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this Agreement): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONScertificate were originally issued to, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFor issued with respect to shares originally issued to, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER the trustee for the trust formed by the Trust Agreement for the Houghton Mifflin Holdings, Inc. 2003 Deferred Compensation Plan dated as of January 28, 20002003 as amended from time to time, and are subject to the terms and conditions of such Trust Agreement. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYAny person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares."

Restrictive Legend. Each certificate representing shares the Preferred Stock, the Conversion Stock or any other securities issued in respect of Common Stock and held such stock upon any stock split, stock dividend, recapitalization, merger, or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legends required by law agreement or necessary to give full effect to this Agreementby applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 IS IN EFFECT AS TO SUCH TRANSFER OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF IN THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR REGISTRATION UNDER THE COMPANY ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALEACT. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, EFFECTIVE DATE OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER REGISTRATION STATEMENT OF THE SE- CURITIES COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY. ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE SHAREHOLDERS AGREEMENT PRINCIPAL OFFICE OF THE ISSUER. SUCH LOCKUP PERIOD IS AVAILABLE UPON REQUEST FROM THE COMPANYBINDING ON TRANSFEREES OF THESE SHARES. Each Holder consents to the Company making a notation on its records and giving stop transfer instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement."

Restrictive Legend. Each certificate representing (a) the Notes, (b) the Preferred Shares, (c) shares of the Common Stock issued upon conversion of any Note and/or Preferred Share, and held (d) any other securities issued in respect of the Notes, the Preferred Shares or Common Stock issued upon conversion of any Note and/or Preferred Share upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in (a) through (d) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 8.3 below) be stamped or otherwise imprinted with a legend substantially similar in the following form (in addition to the following (with such additions thereto or changes therein as the Company may be advised by counsel are legend required by law or necessary to give full effect to this Agreementunder any applicable state securities laws): "THE SECURITIES [SHARES] [NOTE] REPRESENTED BY THIS CERTIFICATE MAY [HAVE] [HAS] BEEN ACQUIRED FOR INVESTMENT AND [HAVE] [HAS] NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN ANY APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDERSTATE SECURITIES LAWS. ANY SALE PURSUANT TO CLAUSE (ii) SUCH [SHARES] [NOTE] MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATIONS OR EXEMPTIONS THEREFROM UNDER SAID ACT OR LAWS. COPIES OF THE PRECEDING SENTENCE MUST AGREEMENT COVERING THE PURCHASE OF [THESE SHARES] [THIS NOTE] AND RESTRICTING [THEIR] [ITS] TRANSFER MAY BE ACCOMPANIED OBTAINED AT NO COST BY AN OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL REASONABLY SATISFACTORY RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."

Restrictive Legend. Each certificate representing (a) the Notes, (b) the Preferred Shares, (c) shares of the Common Stock issued upon conversion of any Note and/or Preferred Share, and held (d) any other securities issued in respect of the Notes, the Preferred Shares or Common Stock issued upon conversion of any Note and/or Preferred Share upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in (a) through (d) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 8.3 below) be stamped or otherwise imprinted with a legend substantially similar substan tially in the following form (in addition to the following (with such additions thereto or changes therein as the Company may be advised by counsel are legend required by law or necessary to give full effect to this Agreementunder any applicable state securities laws): "THE SECURITIES [SHARES] [NOTE] REPRESENTED BY THIS CERTIFICATE MAY CERTIFI CATE [HAVE] [HAS] BEEN ACQUIRED FOR INVESTMENT AND [HAVE] [HAS] NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN ANY APPLICABLE EXEMPTION STATE SECURITIES LAWS. SUCH [SHARES] [NOTE] MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATIONS OR EXEMPTIONS THERE FROM REGISTRATION THEREUNDERUNDER SAID ACT OR LAWS. ANY SALE PURSUANT TO CLAUSE (ii) COPIES OF THE PRECEDING SENTENCE MUST AGREEMENT COVERING THE PURCHASE OF [THESE SHARES] [THIS NOTE] AND RESTRICTING [THEIR] [ITS] TRANSFER MAY BE ACCOMPANIED OBTAINED AT NO COST BY AN OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL REASONABLY SATISFACTORY RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."

Restrictive Legend. Each certificate representing shares (i) the Preferred ------------------ Stock, (ii) the Conversion Stock, (iii) the Warrant Common, (iv) the Warrants, and (v) any other securities issued in respect of the Preferred Stock, the Conversion Stock, the Warrant Common Stock and held or the Warrants upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 4 below) be stamped or otherwise imprinted with the following legend (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE) BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYCORPORATION."" Each Purchaser consents to the Corporation making a notation on its records and giving instructions to any transfer agent of the Preferred Stock, the Warrant Common, the Common Stock or the Warrants in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. (a) Each certificate representing shares of Common Stock and held Shares shall (unless otherwise permitted by a Shareholder will bear this Agreement) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto in addition to any legend required under applicable state securities laws or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreementotherwise): "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, ASSIGNED, OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO XXXXX XXXXXXX ENTERPRISES, INC. (THE COMPANY TO THE EFFECT THAT “COMPANY”), SUCH EXEMPTION FROM QUALIFICATION AND REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALENOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO IS FURTHER SUBJECT TO THE OTHER RESTRICTIONS, TERMS AND CONDITIONSCONDITIONS WHICH ARE SET FORTH IN THE AMENDED AND RESTATED CHARTER OF THE COMPANY AND IN THE SHAREHOLDERS AGREEMENT, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28FEBRUARY 7, 2000. 2005, BY AND AMONG THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER COMPANY AND CERTAIN OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYITS SHAREHOLDERS."” (b) Each Shareholder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Agreement.

Restrictive Legend. Each certificate representing shares of (i) the Investor Securities, (ii) the Common Stock of the Company (the “Common Stock”) issued upon conversion of the Investor Securities, and held (iii) any other securities issued in respect of the Investor Securities or Common Stock issued upon conversion of the Investor Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of this Section 1.1 or Section 1.2 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreement): "under applicable state securities laws). “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO (i) OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR (ii) THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) PROVISIONS OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION SECURITIES ACT OF COUNSEL REASONABLY SATISFACTORY TO 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE COMPANY TO STOCK PURCHASE AGREEMENT AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS SECOND AMENDED AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS RESTATED INVESTOR RIGHTS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE SE- CURITIES HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY. A COPY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYCORPORATION."” Each Holder (as defined below) consents to the Company’s making a notation on its records and giving instructions to any transfer agent of the Investor Securities or the Common Stock issued upon conversion of the Investor Securities in order to implement the restrictions on transfer established in this Section 1. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) (“Rule 144(k)”) of the Securities Act of 1933, as amended (the “1933 Act”), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (i) such Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the Holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. Each certificate or note representing shares a Note, Warrant, and/or Underlying Stock issued in respect of Common Stock and held the Warrant upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of this Agreement) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF UNLESS THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Investor and each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Note, Warrant or Underlying Stock in order to implement the restrictions on transfer established in this Section 5.3."

Restrictive Legend. Each stock certificate representing shares (i) the ------------------ Securities, or (ii) any other securities issued in respect of Common Stock and held the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend the provisions of Section 8.4) be stamped or otherwise imprinted with legends in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED, OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iI) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE UNITED STATES ACT IS IN EFFECT AS TO THESE SECURITIES ACT OF 1933 OR (iiII) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY THERE IS AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Purchaser and holder of any Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer described in this Section."

Restrictive Legend. Each certificate representing shares the Buyer Shares and each certificate issued upon exchange or transfer of Common Stock and held by a Shareholder will bear the Buyer Shares shall be stamped or otherwise imprinted with a legend substantially similar to in the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): form: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAW OR THE SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"). THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO OTHERWISE DISPOSED OF, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE CORPORATION AS HAVING ANY INTEREST IN SUCH SHARES, UNLESS SUCH SHARES ARE TRANSFERRED IN ACCORDANCE WITH REGULATION S OF THE FEDERAL ACT OR ARE THE SUBJECT OF (iI) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES UNDER THE UNITED STATES FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES ACT OF 1933 LAW OR (iiII) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL REASONABLY SHALL BE SATISFACTORY TO THE COMPANY CORPORATION, TO THE EFFECT THAT THE TRANSACTION BY WHICH SUCH EXEMPTION FROM REGISTRATION SHARES WILL BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST EXEMPT FROM THE COMPANYREGISTRATION REQUIREMENTS OF SUCH ACTS OR IS OTHERWISE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACTS."

Restrictive Legend. Each certificate representing shares of Common (i) the Shares, (ii) the Conversion Stock and held (iii) any other securities issued in respect of the Shares or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 2.3 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 TRANSFER IS IN ACCORDANCE WITH RULE 144 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF SIMILAR RULE OR UNLESS THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYThe Purchasers and Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Section 2."

Restrictive Legend. Each certificate representing shares of (i) the Preferred ------------------ Stock, (ii) the Conversion Stock, (iii) the Common Stock and held (iv) any other securities issued in respect of the Preferred Stock, the Conversion Stock or the Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 2.3 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Section 2."

Restrictive Legend. Each certificate representing shares (i) the Preferred Shares, (ii) the Conversion Shares, and (iii) any other securities issued in respect of Common Stock the securities referenced in clauses (i) and held (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION SHAREHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Purchaser and 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.

Restrictive Legend. Each certificate representing shares representing: (i) the Preferred ------------------ Stock, (ii) the Conversion Stock, and (iii) any other securities issued in respect of Common the Preferred Stock and held or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Investor and/or Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Agreement."

Restrictive Legend. Each certificate representing shares (i) the Shares, (ii) the Conversion Shares, and (iv) any other securities issued in respect of Common Stock the securities referenced in clauses (i) and held (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "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 SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE COMPANY MAY REASONABLY REQUEST AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION SHAREHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Investor and 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.

Restrictive Legend. Each certificate representing shares (i) the ------------------ Preferred Stock, (ii) the Conversion Stock, and (iii) any other securities issued in respect of Common the Preferred Stock and held or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL OF THE HOLDER REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Investor and/or Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Agreement."

Restrictive Legend. Each certificate representing shares (i) the Registrable Securities and (ii) any other securities issued in respect of Common Stock and held the Registrable Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a the provisions of Section 2.3 below) be stamped or otherwise imprinted with the legend substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "set forth below. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR SOLD EXCEPT PURSUANT TO (i) OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES SAID ACT OF 1933 OR (ii) PURSUANT TO AN APPLICABLE AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THAT THE EFFECT THAT SUCH EXEMPTION PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. SAID ACT.” “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER TRANSFERABILITY AND RESALE PURSUANT TO A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE SE- CURITIES PRINCIPAL OFFICE OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."” The Investors and Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Registrable Securities in order to implement the restrictions on transfer established in this Section 2.

Restrictive Legend. Each certificate representing (i) the Series A Preferred, (ii) the Series B Preferred, (iii) the Series C Preferred, (iv) shares of the Company's Common Stock issued upon conversion of the Series A Preferred, Series B Preferred and held Series C Preferred, and (v) any other securities issued in respect of the Series A Preferred, Series B Preferred, Series C Preferred or Common Stock issued upon conversion of the Series A Preferred, Series B Preferred and Series C Preferred including upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDERSAID ACT. ANY SALE PURSUANT TO CLAUSE (ii) COPIES OF THE PRECEDING SENTENCE MUST AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE ACCOMPANIED OBTAINED AT NO COST BY AN OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL REASONABLY SATISFACTORY RECORD OF THIS CERTIFICATE TO THE COMPANY TO SECRETARY OF THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALECORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HEREBY ARE ALSO SUBJECT TO A ONE HUNDRED EIGHTY (180) DAY LOCKUP FOLLOWING THE TERMS AND CONDITIONSCORPORATION'S INITIAL PUBLIC OFFERING, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF WHICH IS ON FILE AT THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. Each Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Series A Preferred, the Series B Preferred, the Series C Preferred or the Common Stock in order to implement the restrictions on transfer established in this Section 3. The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend."

Restrictive Legend. Each certificate representing shares the SynQuest Shares and each certificate issued upon exchange or transfer of Common Stock and held by a Shareholder will bear the SynQuest Shares must be stamped or otherwise imprinted with a legend substantially similar to in the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): form: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAW OR THE SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"). THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO OTHERWISE DISPOSED OF, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE CORPORATION AS HAVING ANY INTEREST IN SUCH SHARES, UNLESS SUCH SHARES ARE TRANSFERRED IN ACCORDANCE WITH REGULATION S OF THE FEDERAL ACT OR ARE THE SUBJECT OF (iI) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES UNDER THE UNITED STATES FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES ACT OF 1933 LAWS OR (iiII) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL REASONABLY MUST BE SATISFACTORY TO THE COMPANY CORPORATION, TO THE EFFECT THAT THE TRANSACTION BY WHICH SUCH EXEMPTION FROM REGISTRATION SHARES WILL BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST EXEMPT FROM THE COMPANYREGISTRATION REQUIREMENTS OF SUCH ACTS OR IS OTHERWISE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACTS."

Restrictive Legend. Each certificate representing shares (i) Preferred, (ii) the Common Stock, (iii) the Warrant Shares and (iv) any other securities issued in respect of the Preferred or the Common Stock and held upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 2.3 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreement): "under applicable state securities laws): (a) THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSCONDITIONS OF A STOCKHOLDER'S AGREEMENT BY AND AMONG THE HOLDER OF THESE SHARES, INCLUDING WITH RESPECT CERTAIN INVESTORS IN THE CAPITAL STOCK OF THE CORPORATION AND THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION." (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE COMPANY. A COPY ABSENCE OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST SUCH REGISTRATION OR AN EXEMPTION FROM THE COMPANYREGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT."" Each Investor and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred or the Common Stock in order to implement the restrictions on transfer established in this Section 2.

Restrictive Legend. Each certificate representing shares of the Common Stock and held any other securities issued in respect of the Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 4 below) be stamped or otherwise imprinted with the following legend (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO SECRETARY OF THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. CORPORATION AT THE SECURITIES PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION." 3 "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN MARKET STAND-OFF PROVISIONS CONTAINED IN THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS COMPANY'S RIGHTS AGREEMENT DATED AS OF NOVEMBER 28JANUARY __, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANYAS IT MAY BE AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM TO THE COMPANYCOMPANY AT ITS PRINCIPAL PLACE OF BUSINESS."" Each Shareholder consents to the Company making a notation on its records and giving instructions to any transfer agent of the the Common Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing shares (i) the Preferred ------------------ Shares, (ii) the Conversion Shares, (iii) the Common Shares and (iv) any other securities issued in respect of Common Stock the securities referenced in clauses (i), (ii) and held (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Article 1.4 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RIGHTS AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION STOCKHOLDER DATED JUNE 30, 1999, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY." Each Purchaser and 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 Article 1. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYThe Company agrees that, upon receipt of a written request of a holder of Restricted Securities, accompanied by an opinion of counsel (which may be any independent nationally recognized outside securities counsel) reasonably acceptable to the Company, addressed to the Company and its transfer agent, to the effect that some or all of the securities held by such holder may lawfully be publicly offered and sold in the United States without registration under the Securities Act, the Company will, or will cause its transfer agent to, remove such legend from certificates representing such securities, and will make inapplicable to such securities any stop transfer instructions."

Restrictive Legend. Each certificate representing (a) the shares of Preferred Stock, (b) shares of Common Stock issued upon conversion of the Preferred Stock, and held (c) any other securities issued in respect of the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any share split, share dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 2.2 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreement): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALEunder applicable state securities laws). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE TERMS SECURITIES ACT OF 1933, AS AMENDED, AND CONDITIONSANY APPLICABLE STATE SECURITIES LAWS, INCLUDING WITH RESPECT OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THEINVESTOR RIGHTS AGREEMENT, AS MAY BE AMENDED FROM TIME TO THE DIRECT OR INDIRECT TRANSFER THEREOFTIME, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE SE- CURITIES HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Investor consents to the Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock issued upon conversion of the Preferred Stock in order to implement the restrictions on transfer established in (1) as then in effect. Notwithstanding anything to the contrary contained herein, for purposes of the foregoing sentence, the term “affiliate” means an “affiliate” as such term is defined under Rule 144."

Restrictive Legend. Each certificate representing (i) the Preferred Stock, (ii) shares of the Company’s Common Stock issued upon conversion of the Preferred Stock, and held (iii) any other securities issued in respect of the Preferred Stock (or Common Stock issued upon conversion of the Preferred Stock) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER TRANSFERRED ONLY IN ACCORDANCE WITH THE UNITED STATES SECURITIES ACT TERMS OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED THAT CERTAIN THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AND AMONG THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION STOCKHOLDERS LISTED THEREIN, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Purchaser and Holder consents to the Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Section."

Restrictive Legend. Each Until otherwise permitted by this SECTION 4, each certificate representing shares for Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferee of Common any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant, each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, each certificate for any Other Securities issued in connection with the exercise of any Warrant, each certificate for any Other Securities issued to any subsequent transferee of any such certificate in respect thereof, each certificate for Interest Stock issued pursuant to the Loan Agreement and held by a Shareholder will bear each certificate for Interest Stock issued to any subsequent transferee of any such certificate in respect thereof, shall be stamped or otherwise imprinted with a legend in substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE OFFERED TRANSFERRED, SOLD OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE IN COMPLIANCE WITH THE REGISTRATION STATEMENT UNDER THE UNITED STATES OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES ACT OF 1933 LAWS OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY UNLESS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION AND QUALIFICATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYNOT REQUIRED."

Restrictive Legend. (a) Each certificate representing shares of Common Stock and held owned by a Shareholder any Stockholder will bear a legend substantially similar to include the following legend (with in addition to such additions thereto or changes therein legends as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreementappropriate under the securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF SEPTEMBER 18, 1997, AS FROM TIME TO TIME AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM THE CHILDREN'S PLACE RETAIL STORES, INC." (b) Each certificate representing Common Stock owned by any Stockholder or any Transferee thereof (other than shares that have been sold pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Act) will (unless otherwise permitted by the provisions of Section 2.2(c)) include a legend substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM." Each holder of Common Stock represented by a certificate which bears the legend described above, by its acceptance or purchase thereof, agrees that prior to the effectiveness of any proposed Transfer of any such Common Stock (iiexcept pursuant to an effective registration statement) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDERsuch holder will give written notice to the Company of such proposed Transfer, briefly describing the proposed Transfer. ANY SALE PURSUANT TO CLAUSE Such notice will, unless waived by the Company, be accompanied by a written opinion, addressed to the Company, of counsel for such holder stating that in the opinion of such counsel (iiwhich opinion will be reasonably satisfactory to the Company) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSsuch proposed Transfer does not require registration of such Common Stock under the Securities Act or the securities laws of any state. (c) Any Stockholder may, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFupon providing evidence (which, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28if required by the Company, 2000. THE SHAREHOLDERS AGREEMENT CONTAINSmay include an opinion of counsel) reasonably satisfactory to the Company, AMONG OTHER THINGSthat such Securities either are not "restricted securities" (as defined in Rule 144) or may be sold pursuant to Rule 144(k), SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYexchange the certificate representing such Securities for a new certificate that does not bear a legend relating to restrictions under the securities laws."

Restrictive Legend. Each certificate representing shares (i) Preferred Shares, (ii) Conversion Shares, and (iii) any other securities issued in respect of Common Stock and held the Preferred Shares or the Conversion Shares upon any share split, share dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend the provisions of Section 2.4 below) be stamped or otherwise imprinted with legends substantially similar to in the following form (with such additions thereto in addition to any legend required under applicable federal, state, local or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "non-United States law): (a) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iA) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 IS IN EFFECT AS TO SUCH TRANSFER OR (iiB) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE RULE 144, OR (iiC) IN THE OPINION OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE COMPANY TO ACT.” (b) “THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, EFFECTIVE DATE OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER REGISTRATION STATEMENT OF THE SE- CURITIES COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. A COPY SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYTHESE SHARES."” The Investor and Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Shares or the Ordinary Shares in order to implement the restrictions on transfer established in this Section 2.

Restrictive Legend. Each certificate representing shares (i) the ------------------ Preferred Shares, (ii) the Class B Common Stock, (iii) the Conversion Shares and (iv) any other securities issued in respect of the securities referenced in clauses (i), (ii) and (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in the following form (in addition to any legend required under applicable state securities laws) (other than the Series D-1 Purchasers, whose certificates of Series D-1 Preferred Stock, Series D Preferred Stock, Class B Common Stock and held by a Shareholder will Common Stock shall bear a the legend substantially similar to set forth in the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this AgreementSeries D-1 Purchase Agreements): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION STOCKHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Preferred Holder and Class B Common 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 Agreement.

Restrictive Legend. Each certificate representing shares (i) the Preferred ------------------ Shares, (ii) the Conversion Shares and (iii) any other securities issued in respect of Common Stock the securities referenced in clauses (i) and held (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION STOCKHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Investor and 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.

Restrictive Legend. Each certificate representing shares of Common Stock and held by a Shareholder Restricted Securities will bear be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY (EXCEPT IN TRANSACTIONS IN COMPLIANCE WITH RULE 144(K) UNDER THE SECURITIES ACT AND EXCEPT FOR TRANSFERS OF SHARES TO AN AFFILIATE OF A HOLDER), WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE COMPANY ISSUER AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYUpon request of a Holder of such a certificate, the Company will remove the foregoing legend from the certificate or issue to such Holder a new certificate therefor free of any transfer legend, if, (i) such legend is no longer required pursuant to Rule 144(k), or (ii) with such request, the Company will have received either the opinion referred to in Section 4.3(i), if reasonably requested, or the “no-action” letter referred to in Section 4.3(ii) to the effect that any transfer by such Holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws."

Restrictive Legend. Each certificate representing shares of the Company's Common Stock and held Stock, including those received upon exercise of the Warrant, any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDERSAID ACT. ANY SALE PURSUANT TO CLAUSE (ii) COPIES OF THE PRECEDING SENTENCE MUST AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE ACCOMPANIED OBTAINED AT NO COST BY AN OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL REASONABLY SATISFACTORY RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." The Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer established in this Section 3. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYThe Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend."

Restrictive Legend. Each certificate representing shares of Common (i) the Preferred, (ii) the Conversion Stock and held (iii) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 2.3 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS SUCH TRANSFER IS MADE IN COMPLIANCE WITH RULE 144, RULE 144A OR REGULATION S, OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYThe Purchaser and each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred or the Common Stock in order to implement the restrictions on transfer established in this Section 2."

Restrictive Legend. Each certificate representing (i) the Shares, and (ii) shares of the Company's Common Stock issued upon conversion of the Shares, and held (iii) any other securities issued in respect of the Shares, or the Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by a Shareholder will bear such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALESECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, EFFECTIVE DATE OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER REGISTRATION STATEMENT OF THE SE- CURITIES COMPANY FILED UNDER THE ACT, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. A COPY SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYTHESE SHARES. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be required, and provided that the Company shall not be obligated to remove any such legends prior to the date of the initial public offering of the Company's Common Stock under the Securities Act."

Restrictive Legend. Each certificate representing shares of Common (i) the Conversion Stock and held (ii) any other securities issued in respect of the Conversion Stock upon any stock split, stock divi- dend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEach Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent for the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Agreement."

Restrictive Legend. Each certificate representing shares of the ------------------ Company's Common Stock and held Stock, including those received upon exercise of the Warrant, any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 4 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDERSAID ACT. ANY SALE PURSUANT TO CLAUSE (ii) COPIES OF THE PRECEDING SENTENCE MUST AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE ACCOMPANIED OBTAINED AT NO COST BY AN OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL REASONABLY SATISFACTORY RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." The Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer established in this Section 3. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYThe Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend."

Restrictive Legend. Each certificate representing shares (i) the Securities, ------------------ (ii) the Conversion Shares and (iii) any other securities issued in respect of Common Stock the securities referenced in clauses (i) and held (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE PLEDGED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY TO THE EFFECT IT STATING THAT SUCH EXEMPTION SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND CONDITIONSTHE SHAREHOLDER, INCLUDING A COPY OF WHICH IS ON FILE WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Investor and 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.

Restrictive Legend. Each certificate representing shares of Common Stock and held by a Shareholder will bear Warrant Share, when issued, shall include a legend in substantially similar to the following (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ACT OF 1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED PLEDGED, SOLD, ASSIGNED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED UNTIL A (i1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES ACT AND ANY APPLICABLE STATE SECURITIES ACT OF 1933 LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (ii2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) RECEIPT BY THE COMPANY OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE NOT REQUIRED IN CONNECTION WITH SUCH SALETHE PROPOSED TRANSFER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONSThe Company will not, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOFby amendment of its charter or through reorganization, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28consolidation, 2000merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYAttest: By: Xxxxx Xxxxxxx Xxxxx Xxxxxxx Title: Chairman and CEO Title: Secretary The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of Purchasing ________ shares of Common Stock and hereby makes payment of ______________ in payment of the actual exercise price thereof."

Restrictive Legend. Each certificate representing shares (i) the ------------------ Preferred Shares, (ii) the Conversion Shares and (iii) any other securities issued in respect of Common Stock the securities referenced in clauses (i) and held (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY TO AND THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION STOCKHOLDER, A COPY OF WHICH IS AVAILABLE IN CONNECTION ON FILE WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."" Each Investor and 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.

Restrictive Legend. Each stock certificate representing shares (i) the Securities, or (ii) any other securities issued in respect of Common Stock and held by a Shareholder will bear a legend the Securities upon any stock split, stock dividend, merger, consolidation, recapitalization, or similar event (collectively the "Restricted Securities"), shall be stamped or otherwise imprinted with legends in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY AND MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED, OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (iI) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE UNITED STATES ACT IS IN EFFECT AS TO THESE SECURITIES ACT OF 1933 OR (iiII) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY THERE IS AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY TO THE EFFECT CORPORATION, THAT SUCH AN EXEMPTION FROM REGISTRATION THEREFROM IS AVAILABLE IN CONNECTION WITH SUCH SALEAVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER COPIES OF THE SE- CURITIES AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER, THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS IMPOSING A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY. A COPY , MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM CORPORATION AT THE COMPANYPRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each Investor and holder of any Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer described in this Section."

Restrictive Legend. Each certificate representing shares (i) the Shares, (ii) the Warrant Shares, and (iii) any other securities issued in respect of Common Stock the securities referenced in clauses (i) and held (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend substantially similar to the provisions of Section 4 below) be stamped or otherwise imprinted with legends in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR UNDER ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS EITHER (iii) AN APPLICABLE EXEMPTION FROM IN THE ABSENCE OF SUCH REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION DISPOSITION IS EXEMPT FROM THE REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT ACT OF 1933 AND THE REGISTRATION REQUIREMENTS OF ALL APPLICABLE STATE SECURITIES LAWS OR (ii) THE SALE IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS PURSUANT TO THE TERMS SECURITIES AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYEXCHANGE COMMISSION'S RULE 144 ACT."" Each Investor and 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 2.

Restrictive Legend. Each certificate representing (i) the Shares, and (ii) shares of the Company's Common Stock issued upon conversion of the Shares, and held (iii) any other securities issued in respect of the Shares, or the Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by a Shareholder will bear such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN 55 OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER SECRETARY OF THE SE- CURITIES CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANYCORPORATION. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYUpon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be required, and provided that the Company shall not be obligated to remove any such legends prior to the date of the initial public offering of the Company's Common Stock under the Securities Act."

Restrictive Legend. Each certificate representing shares the Shares, the Warrant Stock or any other securities issued in respect of Common Stock and held such stock upon any stock split, stock dividend, recapitalization, merger, or similar event, shall (unless otherwise permitted by a Shareholder will bear a legend the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially similar to the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legends required by law agreement or necessary to give full effect to this Agreementby applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER UNLESS THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY TO THE EFFECT IT STATING THAT SUCH EXEMPTION SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALEAND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A LOCKUP PERIOD OF UP TO 180-DAYS FOLLOWING THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, EFFECTIVE DATE OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER CERTAIN REGISTRATION STATEMENTS OF THE SE- CURITIES COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY. ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE SHAREHOLDERS AGREEMENT PRINCIPAL OFFICE OF THE ISSUER. SUCH LOCKUP PERIOD IS AVAILABLE UPON REQUEST FROM THE COMPANYBINDING ON TRANSFEREES OF THESE SHARES. Each Holder and transferee consents to the Company making a notation on its records and giving instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement."

Restrictive Legend. Each certificate representing (a) the Shares, (b) shares of Series A Preferred Stock or Wyndham Common Stock issuable upon conversion of any Shares, and held (c) any other securities issued in respect of the Shares or Wyndham Common Stock issued upon conversion of any Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in clauses (a) through (c) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 8.2) be stamped or otherwise imprinted with a legend substantially similar in the following form (in addition to the following (with such additions thereto or changes therein as the Company may be advised by counsel are legend required by law or necessary to give full effect to this Agreementunder any applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR EXEMPTION FROM REGISTRATION THEREUNDERTHEREFROM UNDER SAID ACT OR LAWS. ANY SALE PURSUANT TO CLAUSE (ii) COPIES OF THE PRECEDING SENTENCE MUST AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND THEIR TRANSFER MAY BE ACCOMPANIED OBTAINED AT NO COST BY AN OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL REASONABLY SATISFACTORY RECORD OF THIS CERTIFICATE TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SE- CURITIES SECRETARY OF THE COMPANY. A COPY PURSUANT TO SUCH AGREEMENT, CERTAIN TRANSFERS MAY NOT BE MADE UNLESS AT THE TIME OF SUCH TRANSFER ONE OR MORE DIRECTORS OF THE SHAREHOLDERS COMPANY APPOINTED PURSUANT TO SUCH AGREEMENT IS AVAILABLE UPON REQUEST SUBMIT THEIR RESIGNATION FROM THE COMPANYBOARD OF DIRECTORS. Wyndham will promptly, upon request, remove any such legend when no longer required by the terms of this Agreement or by applicable law."

Restrictive Legend. Each certificate representing shares (i) Common Shares, (ii) Preferred Shares, (iii) Common Shares issued upon conversion of the Preferred Shares or exercise of Investor Warrants or Managing Dealer Warrants, and (iv) any other securities issued in respect of the Preferred Shares and Common Stock and held Shares issued upon conversion of the Preferred Shares (any such securities listed in the preceding subsections (i), (ii), (iii) or (iv), “Restricted Securities”), shall (unless otherwise permitted by a Shareholder will bear the provisions of Section 13 below) be stamped or otherwise imprinted with a legend substantially similar to in the following form (with such additions thereto or changes therein as the Company may be advised by counsel are in addition to any legend required by law or necessary to give full effect to this Agreementunder applicable state securities laws): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SOLD OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALENOT REQUIRED. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AGREEMENT RESTRICTING THEIR TRANSFER, A COPY OF WHICH IS ON FILE AT THE TERMS OFFICE OF THE COMPANY AND CONDITIONS, INCLUDING WITH RESPECT WILL BE FURNISHED TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000ANY PROSPECTIVE PURCHASERS ON REQUEST. THE SHAREHOLDERS AGREEMENT CONTAINSPROVIDES, AMONG OTHER THINGS, SIGNIFICANT FOR CERTAIN RESTRICTIONS ON TRANSFER THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANYSHARES REPRESENTED BY THIS CERTIFICATE."