Common use of Restrictive Legends Clause in Contracts

Restrictive Legends. The stock certificates for all Purchased Shares shall be endorsed with substantially the following restrictive legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES.

Restrictive Legends. The (a) In order to reflect the restrictions on disposition of the Shares and the forfeiture restrictions, the stock certificates for all Purchased representing the Shares shall will be endorsed with substantially the following restrictive legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERDISPOSED OF (A “TRANSFER”) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER , EXCEPT UPON DELIVERY TO 2006, BETWEEN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO REGISTERED OWNER AND THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE COMPANY, AS IT MAY BE SATISFACTORY AMENDED FROM TIME TO THE COMPANY TIME. PURSUANT TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS FORFEITURE RESTRICTIONS, AND RIGHTS ANY TRANSFEREE OF FIRST REFUSAL GRANTED THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY.” “THE REGISTERED OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS AN AFFILIATE, AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OF THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLDTRANSFER THESE SECURITIES EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, ASSIGNED, TRANSFERRED, ENCUMBEREDINCLUDING RULE 144 UNDER THE ACT, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESACT.”

Restrictive Legends. The stock certificates for all Purchased Shares shall be endorsed with Purchaser acknowledges and agrees that the Note and the Securities may bear a restrictive legend in substantially the following restrictive legends: form (and a stop-transfer order may be placed against transfer of the Note or the Securities): THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH NOTE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLDSOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, PLEDGEDOR IN A TRANSACTION NOT SUBJECT TO, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED AS EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS A LEGAL OPINION OF FIRST REFUSAL GRANTED COUNSEL TO THE COMPANY AND ACCORDINGLYTRANSFEROR TO SUCH EFFECT, MAY NOT THE SUBSTANCE OF WHICH SHALL BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST REASONABLY ACCEPTABLE TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES.

Restrictive Legends. The In order to reflect the restrictions on ------------------- disposition of the Shares and the forfeiture restrictions, the stock certificates for all Purchased representing the Shares shall will be endorsed with substantially the following restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERDISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE 2001, AS IT MAY BE SATISFACTORY AMENDED FROM TIME TO THE COMPANY TIME. PURSUANT TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS FORFEITURE RESTRICTIONS, AND RIGHTS ANY TRANSFEREE OF FIRST REFUSAL GRANTED THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY AND ACCORDINGLYMAY, MAY NOT BE SOLDUPON REQUEST, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED REQUIRE A SATISFACTORY OPINION OF EXCEPT IN CONFORMITY WITH COUNSEL FOR THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE COMPANY AND THE REGISTERED HOLDER REQUIREMENTS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESACT."

Restrictive Legends. The stock certificates You are acquiring the Shares for all Purchased Shares shall be endorsed Your own account and not with substantially a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following restrictive legendslegend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES LAWSACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. WITHOUT SUCH REGISTRATIONEACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE CONDUCTED UNLESS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESACT.”

Restrictive Legends. The In order to reflect the restrictions on ------------------- disposition of the Shares, the stock certificates for all Purchased representing the Shares shall will be endorsed with substantially the following restrictive legends, in addition to any legends required by the Stockholders Agreement: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2000, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS EXERCISABLE BY TELLIUM, INC. AND ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO SUCH REPURCHASE RIGHTS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY OF AN MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO FOR THE COMPANY HOLDER THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR IS EXEMPT FROM THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESACT."

Restrictive Legends. The stock certificates for all Purchased It is understood that each certificate, if any, representing the Shares shall be endorsed stamped or otherwise imprinted with a legend substantially in the following restrictive legendsform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF LUXEMBOURG OR OF ANY STATE STATES OF THE UNITED STATES. THESE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLDTRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE AND OTHER SECURITIES LAWS, PLEDGED, HYPOTHECATED PURSUANT TO REGISTRATION OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE COMPANY FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER WILL NOT BE OR RESALE IS IN VIOLATION OF COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE AND OTHER SECURITIES LAWS. IN ADDITION, THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS ON TRANSFERS CONTAINED IN AN AMENDED AND CERTAIN REPURCHASE RIGHTS AND RIGHTS RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLYMAY 23, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)2002. A COPY COPIES OF SUCH AGREEMENT IS MAINTAINED MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S ITS PRINCIPAL CORPORATE EXECUTIVE OFFICES.

Restrictive Legends. The stock Any certificates for all Purchased representing the Shares shall be have endorsed with thereon legends substantially the following restrictive legendsas follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVEROR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER SUCH ACT AND THE TRANSACTION IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE LAW AND, EXCEPT UPON DELIVERY TO IF THE COMPANY OF REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE SUCH EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF HAS BEEN RENDERED BY COUNSEL.” “THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO SET FORTH IN A LETTER AGREEMENT WITH THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED WHICH MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESPLACE OF BUSINESS WITHOUT CHARGE) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN VIOLATION OF SUCH RESTRICTIONS.”

Restrictive Legends. The stock certificates for all Purchased Shares Each Regulation S Global Certificate and each Definitive Certificate issued pursuant to this Agreement during the Distribution Compliance Period shall be endorsed with substantially bear a legend to the following restrictive legendseffect (the "Restricted Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: THE SECURITIES REPRESENTED BY "THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBEREDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND (2) AGREES THAT (A) IT WILL NOT OFFER OR SELL THIS CERTIFICATE OR ANY MANNER DISPOSED INTEREST HEREIN WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF EXCEPT IN CONFORMITY WITH U.S. PERSONS UNTIL THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD AND (B) THEREAFTER IT WILL OFFER OR SELL THIS CERTIFICATE OR ANY INTEREST THEREIN ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT). AS USED HEREIN, THE TERMS "DISTRIBUTION COMPLIANCE PERIOD", "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER THIS CERTIFICATE IN VIOLATION OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)FOREGOING RESTRICTIONS." Section 4.03. A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESAmendment of Sections 3.04 and 3.09 of the Basic Agreement. Sections 4.04 and 4.05 of this Trust Supplement supersede and replace Sections 3.04 and 3.09 of the Basic Agreement with respect to the Applicable Trust.

Restrictive Legends. The stock certificates for all Purchased Any share certificate evidencing the Shares shall be endorsed with substantially the following restrictive legends: legends (in addition to any legend required under applicable state and federal securities laws or other applicable law): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERACT. THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN STAND-ALONE RESTRICTED STOCK AWARD AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. NO TRANSFER RESTRICTIONS OR PLEDGE OF THE SECURITIES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED SUBJECT TO THE COMPANY AND ACCORDINGLYPROVISIONS OF SUCH AGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, MAY NOT BE SOLDANY HOLDER, ASSIGNED, TRANSFERRED, ENCUMBEREDTRANSFEREE, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY PROVISIONS OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESAGREEMENT.

Restrictive Legends. The Subscriber understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificates for all Purchased Shares shall certificate(s) evidencing the Common Stock sold and issued hereunder, together with any other legends that may be endorsed with substantially required by federal or state securities laws, the following restrictive legends: Company’s Articles of Incorporation or Bylaws, or any other agreement affecting the Common Stock (each as may be amended from time to time): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES OF THE UNITED STATES OR ANY OTHER JURISDICTION. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. WITHOUT SUCH REGISTRATION, SUCH INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER WILL NOT BE OR RESALE IS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR AND ANY APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESLAWS.

Restrictive Legends. (a) The stock certificates for all Purchased Shares shares of Warrant Stock issuable upon exercise of this Warrant (unless registered under the Securities Act of 1933, as amended (the “Securities Act”)) shall be endorsed stamped or imprinted with legends in substantially the following restrictive legendsform: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND THE OFFER AND SALE OF SUCH SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES SHARES MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF 1933, AS AMENDED, AND/OR ANY APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS. 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 SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS FOR A PERIOD OF FIRST REFUSAL GRANTED TO TIME FROM THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER EFFECTIVE DATE OF THE SHARES (OR CORPORATION’S FIRST UNDERWRITTEN PUBLIC OFFERING AS MORE FULLY PROVIDED IN THE PREDECESSOR IN INTEREST WARRANT TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESWHICH THESE SECURITIES WERE ISSUED.

Restrictive Legends. (1) The stock Holder acknowledges and agrees that the ------------------- certificates for all Purchased Shares the shares of Series F Preferred Stock issued to such Holder shall be endorsed with bear restrictive legends in substantially the following restrictive legends: form (and a stop-transfer order may be placed against transfer of such shares of Series F Preferred Stock): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAWSACT"). WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO ASSIGNED IN THE COMPANY ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR UNDER SAID ACT. THE SUBMISSION TO NUMBER OF SHARES CONSTITUTING THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION PORTION OF THE SECURITIES ACT OF 1933MAXIMUM SHARE AMOUNT, AS AMENDEDDEFINED IN THE STATEMENT OF RESOLUTION OF SERIES F CONVERTIBLE STOCK (THE "STATEMENT OF RESOLUTION"), AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. ALLOCATED TO THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT FOR THE PURPOSES OF CONVERSION THEREOF IS [NUMBER]. SECTION 10(B)(3)(A) OF THE STATEMENT OF RESOLUTION PERMITS A HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS CONVERT SUCH SECURITIES IN ACCORDANCE WITH THE STATEMENT OF FIRST REFUSAL GRANTED RESOLUTION WITHOUT BEING REQUIRED TO SURRENDER THIS CERTIFICATE TO THE COMPANY AND ACCORDINGLYUNLESS ALL OF THE SECURITIES REPRESENTED HEREBY ARE CONVERTED. CONSEQUENTLY, FOLLOWING CONVERSION OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE NUMBER OF SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLDLESS THAN THE NUMBER OF SHARES STATED HEREON. UPON REQUEST OF ANY PROPOSED TRANSFEREE OF THIS CERTIFICATE, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER WILL PROVIDE CONFIRMATION OF THE NUMBER OF SHARES EVIDENCED BY THIS CERTIFICATE. STATEMENTS (1) SETTING FORTH THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND (2) DENYING THE PREEMPTIVE RIGHT OF SHAREHOLDERS OF THE COMPANY TO ACQUIRE UNISSUED OR TREASURY SHARES OF THE PREDECESSOR COMPANY ARE SET FORTH IN INTEREST TO THE SHARES)ARTICLES OF INCORPORATION OF THE COMPANY ON FILE IN THE XXXXXX XX XXX XXXXXXXXX XX XXXXX XX XXX XXXXX XX XXXXX. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT IS MAINTAINED AT STATEMENTS TO THE COMPANY’S PRINCIPAL CORPORATE OFFICESRECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON RECEIPT OF WRITTEN REQUEST THEREFOR DIRECTED TO XXXX X. XXXXXX, EQUALNET PLAZA, 0000 XXXX XXXXXX XXXX XXXXX, XXXXXXX, XXXXX 00000-0000.

Restrictive Legends. The stock certificates (a) Except as otherwise provided in this Section 8, each certificate for all Purchased Shares Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with four legends in substantially the following restrictive legendsforms: "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, AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWSLAW. WITHOUT NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE TO A PERSON OTHER THAN AN AFFILIATE OF THE HOLDER THEREOF SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH REGISTRATIONTRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUCH AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES MAY NOT LAWS OR (B) THE HOLDER OF THE SECURITIES PROPOSED TO BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY SHALL HAVE DELIVERED TO THE COMPANY OF EITHER A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL (WHO MAY BE AN EMPLOYEE OF SUCH HOLDER) EXPERIENCED IN SECURITIES MATTERS, SUCH OPINION AND SUCH COUNSEL BEING REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS OR (C) SUCH TRANSFER IS PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT AND SUCH HOLDER(S) SHALL HAVE DELIVERED TO THE COMPANY A CERTIFICATE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED SETTING FORTH THE BASIS FOR APPLYING ANY SUCH TRANSFER AND/OR THE SUBMISSION RULE TO THE COMPANY PROPOSED TRANSFER." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO THE BENEFIT OF CERTAIN "PUTS" SET FORTH IN THE WARRANT PURSUANT TO THE EXERCISE OF WHICH SUCH SHARES WERE ISSUED AND ARE ENTITLED TO THE BENEFIT OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS CONTAINED IN CERTAIN OTHER PROVISIONS OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO WARRANT. A COPY OF SUCH WARRANT IS AVAILABLE AT THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION EXECUTIVE OFFICES OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF AND CONDITIONS SET FORTH IN A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)CERTAIN SHAREHOLDERS AGREEMENT. A COPY OF SUCH SHAREHOLDERS AGREEMENT IS MAINTAINED AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY’S PRINCIPAL CORPORATE OFFICES." "THE COMPANY WILL MAIL TO THE HOLDERS OF THE SHARES EVIDENCED BY THIS CERTIFICATE A COPY OF THE EXPRESS TERMS OF THE SHARES REPRESENTED BY THE CERTIFICATE AND OF THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR."

Restrictive Legends. The stock certificates for all the Purchased Shares shall be endorsed with substantially the following restrictive legendslegends and will also be endorsed with any other legends provided for in any other relevant agreements between the Company and Optionee: “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, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE SHARES MAY NOT BE SOLDSOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, PLEDGED, HYPOTHECATED (B) A ‘NO ACTION’ LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL OFFER OR (C) SATISFACTORY ASSURANCES TO THE COMPANY THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED FOR WITH RESPECT TO SUCH TRANSFER AND/SALE OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. OFFER.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE WRITTEN AGREEMENT DATED _____________ BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES.”

Restrictive Legends. The stock Unless and until otherwise permitted by this Section 4, the certificates for all Purchased Shares the Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferee of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant and each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF DECEMBER 12, 1997 (THE "WARRANT AGREEMENT"), AMONG INTEGRATED ORTHOPAEDICS, INC., A TEXAS CORPORATION (THE "ISSUER"), FW INTEGRATED ORTHOPAEDICS INVESTORS, L.P., AND FW INTEGRATED ORTHOPAEDICS INVESTORS II, L.P., AS THE WARRANT AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN ACQUIRED FOR INVESTMENT FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE SOLDTRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS REGISTRATION OR QUALIFICATION PROVISIONS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY APPLICABLE FEDERAL AND THE REGISTERED HOLDER OF THE SHARES (STATE SECURITIES LAWS OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESAPPLICABLE EXEMPTIONS THEREFROM.

Restrictive Legends. The stock certificates for all Purchased Shares All Applicable Certificates issued pursuant to the Agreement shall be endorsed with substantially bear a legend to the following restrictive legends: THE SECURITIES REPRESENTED BY effect (the “Restrictive Legend”): THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY ACT); (2) AGREES THAT IT WILL NOT BE SOLD, PLEDGED, HYPOTHECATED RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY A NOTICE SUBSTANTIALLY TO THE EFFECT THAT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER WILL NOT BE AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2007-1C TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESFOREGOING RESTRICTIONS.

Restrictive Legends. The stock Company does not intend, and shall not be required, to issue certificates for all Purchased the Warrant Shares. To the extent that at any time and from time to time, the Company determines in its sole discretion to issue certificates representing the Warrant Shares, such Warrant Shares shall bear (and the Holder shall be endorsed with substantially bound by the following provisions set forth in) the restrictive legendslegends set forth below: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS (A) A REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAS BECOME EFFECTIVE UNDER SAID ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS. WITHOUT SUCH REGISTRATIONACT OF 1933, SUCH AS AMENDED AND UNDER THE SECURITIES MAY NOT BE SOLDLAWS OF ANY STATE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY SUBJECT TO THE COMPANY COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (B) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE AND THE SECURITIES LAWS AND/OR OF ANY RULE OR REGULATION PROMULGATED THEREUNDERSTATE. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLYThis Warrant was not issued pursuant to a disclosure document under Chapter 6D of the Corporations Act or a product disclosure statement under Chapter 7 of the Corporations Act. This Warrant and the Warrant Shares must not be offered for resale within Australia within 12 months of it having been issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 or 708A of the Corporations Act. The Company has the right (but not the obligation) to, MAY NOT BE SOLDand may from time to time, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES apply to the ASX to have the Warrant Shares be subject to foreign ownership restrictions with respect to Rule 144 or Regulation S promulgated by the Commission pursuant to the Securities Act and for the Company to be included in Schedule 1 of the ASX Settlement Rules as “FOR Financial Products” pursuant to Rule 5.18.1 of the ASX Settlement Rules (OR THE PREDECESSOR IN INTEREST TO THE SHARESthe “FOR Restrictions”). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES.

Restrictive Legends. The stock certificates (a) Except as otherwise provided in this Section 8, each certificate for all Purchased Shares Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with two legends in substantially the following restrictive legendsforms: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWSLAW. WITHOUT SUCH REGISTRATIONTHE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SELL OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TRANSFER SUCH SECURITY OTHER THAN (A) TO THE COMPANY COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (C) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER COUNSEL, CERTIFICATION AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE INFORMATION REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IT. IN VIOLATION OF THE SECURITIES ACT OF 1933ADDITION, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO CONTAINED IN THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT AGREEMENT, DATED AS OF MAY 28, 2001, BY AND BETWEEN THE COMPANY AND RED BASIN, LLC. IN CONNECTION WITH ANY TRANSFER, THE REGISTERED HOLDER OF WILL DELIVER TO THE COMPANY SUCH CERTIFICATES AND OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS." "THE SHARES (OR THE PREDECESSOR IN INTEREST REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO THE SHARES)BENEFITS OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS SET FORTH IN THE WARRANT PURSUANT TO THE EXERCISE OF WHICH SUCH SHARES WERE ISSUED. A COPY OF SUCH AGREEMENT WARRANT IS MAINTAINED AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY’S PRINCIPAL CORPORATE OFFICES."

Restrictive Legends. The stock Such Purchaser acknowledges that the certificates for all Purchased Shares representing such Purchaser’s Debentures or Warrants shall be endorsed with each conspicuously set forth on the face or back thereof a legend in substantially the following restrictive legendsform, corresponding to the stockholder’s status as set forth in Section 3.3(c): REGULATION D LEGEND: “[NEITHER] THIS SECURITY [NOR THE SECURITIES REPRESENTED BY INTO WHICH THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THEY MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE COMPANY OF SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR REQUIRED.” REGULATION S LEGEND: “[NEITHER] THIS SECURITY [NOR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HASBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, ENCUMBEREDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSECURITIES ACT.”

Restrictive Legends. The stock certificates for all Purchased Shares Shareholder understands and agrees that the Company shall cause the legends set forth below, or substantially equivalent legends, to be endorsed placed upon any certificate(s) evidencing ownership of the Holdco Shares, together with substantially any other legends that may be required by the following restrictive legendsCompany or by applicable federal or 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, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATIONSTATE, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO UNLESS THE COMPANY OF CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF REQUIRED.” “THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN ON TRANSFER, REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR OTHER AGREEMENTS CONTAINED IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY CORPORATION AND THE REGISTERED ORIGINAL HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE THESE SHARES). A COPY OF SUCH THE RESTRICTED STOCK PURCHASE AGREEMENT IS MAINTAINED AND ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT THE COMPANY’S ITS PRINCIPAL CORPORATE OFFICESPLACE OF BUSINESS OR REGISTERED OFFICE.”

Restrictive Legends. The stock certificates for all Purchased Each Warrant Certificate and each certificate representing the Warrant Shares shall be endorsed with substantially will bear the following restrictive legendslegend unless (a) such Warrant or Warrant Shares are distributed to the public or sold to underwriters for distribution to the public pursuant to this Section 9 or otherwise pursuant to a registration statement filed under the Securities Act, or (b) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to counsel for the Company, that such legend is unnecessary for any such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE THE OTHER SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BEEN REGISTERED BE OFFERED OR SOLD, EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19331933 (THE "ACT"), AS AMENDED(II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR OR SUCCESSOR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF (III) AN OPINION OF COUNSEL COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS NOT REQUIRED FOR SUCH AVAILABLE. THE TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION EXCHANGE OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IS RESTRICTED IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE AMENDED AND RESTATED WARRANT AGREEMENT BETWEEN CHAPARRAL RESOURCES, INC. AND SHELL CAPITAL LIMITED DATED AS OF APRIL 18, 2001, AS THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (SAME MAY BE AMENDED, MODIFIED OR THE PREDECESSOR IN INTEREST SUPPLEMENTED FROM TIME TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESTIME.

Restrictive Legends. The stock certificates for all Purchased Shares Each Global Certificate shall be endorsed with substantially bear the following restrictive legendslegend on the face thereof: THE SECURITIES REPRESENTED BY UNLESS THIS CERTIFICATE HAVE BEEN ACQUIRED IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR INVESTMENT REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND HAVE NOT BEEN ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED UNDER IN THE SECURITIES ACT NAME OF 1933CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), AS AMENDEDANY TRANSFER, PLEDGE OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OTHER USE HEREOF FOR VALUE OR OTHERWISE TRANSFERRED AT BY OR TO ANY TIME WHATSOEVERPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, EXCEPT UPON DELIVERY CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE RESTRICTIONS SET FORTH IN VIOLATION SECTION 3.05 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT PASS THROUGH TRUST AGREEMENT REFERRED TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESHEREIN.

Restrictive Legends. (a) The stock certificates for all Purchased Shares shall Lender understands and agrees that Parent will cause the legends set forth below or legends substantially equivalent thereto, to be endorsed placed upon any certificate(s) evidencing ownership of the Exchange Shares, together with substantially the following restrictive legendsany other legends that may be required by state or federal securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED NEITHER THIS SECURITY NOR ANY INTEREST OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS PARTICIPATION HEREIN MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933REOFFERED, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBEREDPLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH NOT SUBJECT TO, SUCH REGISTRATION. THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (OR THE PREDECESSOR IN INTEREST A) TO THE SHARES). ISSUER, (B) PURSUANT TO A COPY REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH AGREEMENT IS MAINTAINED AT OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE COMPANY’S PRINCIPAL CORPORATE OFFICESDELIVERY OF AN OPINION OF COUNSEL AND/OR, CERTIFICATION AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE ISSUER.

Restrictive Legends. The stock certificates for all Purchased Shareholder acknowledges that the certificate(s) representing the Issuable Securities and Underlying Shares shall be endorsed with each conspicuously set forth on the face or back thereof a legend in substantially the following restrictive legendsform: “[NEITHER] THIS SECURITY [NOR THE SECURITIES REPRESENTED BY INTO WHICH THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE “SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDEDACT”), AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND , ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBEREDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN ANY MANNER DISPOSED A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF EXCEPT THE SECURITIES ACT AND IN CONFORMITY ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TERMS TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF A STOCK PURCHASE AGREEMENT BETWEEN WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED HOLDER OF BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SHARES (SECURITIES ACT OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF OTHER LOAN SECURED BY SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSECURITIES.”

Restrictive Legends. The Each certificate evidencing the Shares which the Investor may acquire hereunder and any other securities issued upon any stock certificates split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the counsel for all Purchased Shares the Corporation) shall be endorsed imprinted with one or more legends substantially in the following restrictive legendsform: 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, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE HOLDER OF THESE SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY OF SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY COMPANY) TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/(OR APPLICABLE QUALIFICATION UNDER STATE SECURITIES LAWS AND/LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR ANY RULE OR REGULATION PROMULGATED THEREUNDERQUALIFIED). THE SHARES COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND SERIES WILL BE PROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON WRITTEN REQUEST. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING A "LOCK-UP" PROVISION RESTRICTING THE TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES SECURITIES FOR A PERIOD OF TIME NOT TO EXCEED ONE HUNDRED EIGHTY (OR 180) DAYS FROM THE PREDECESSOR IN INTEREST TO EFFECTIVE DATE OF THE SHARES)CORPORATION'S UNDERWRITTEN PUBLIC OFFERING. A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESThe Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.

Restrictive Legends. The stock certificates for all Purchased Shares Global Certificate of each series shall be endorsed with substantially also bear the following restrictive legendslegend on the face thereof: THE SECURITIES REPRESENTED BY UNLESS THIS CERTIFICATE HAVE BEEN ACQUIRED IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR INVESTMENT REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND HAVE NOT BEEN ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED UNDER IN THE SECURITIES ACT NAME OF 1933CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), AS AMENDEDANY TRANSFER, PLEDGE OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OTHER USE HEREOF FOR VALUE OR OTHERWISE TRANSFERRED AT BY OR TO ANY TIME WHATSOEVERPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, EXCEPT UPON DELIVERY CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE RESTRICTIONS SET FORTH IN VIOLATION SECTION 3.05 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT PASS THROUGH TRUST AGREEMENT REFERRED TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESHEREIN.

Restrictive Legends. The In order to reflect the restrictions on disposition of the Shares and the forfeiture restrictions, the stock certificates for all Purchased representing the Shares shall will be endorsed with substantially the following restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERDISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 28, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE 2001, AS IT MAY BE SATISFACTORY AMENDED FROM TIME TO THE COMPANY TIME. PURSUANT TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS FORFEITURE RESTRICTIONS, AND RIGHTS ANY TRANSFEREE OF FIRST REFUSAL GRANTED THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY AND ACCORDINGLYMAY, MAY NOT BE SOLDUPON REQUEST, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED REQUIRE A SATISFACTORY OPINION OF EXCEPT IN CONFORMITY WITH COUNSEL FOR THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE COMPANY AND THE REGISTERED HOLDER REQUIREMENTS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESACT."

Restrictive Legends. (a) The stock certificates for all Purchased Shares shares of Warrant Stock issuable upon exercise of this Warrant (unless registered under the Securities Act of 1933, as amended (the “Securities Act”)) shall be endorsed stamped or imprinted with legends in substantially the following restrictive legendsform: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND THE OFFER AND SALE OF SUCH SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES SHARES MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF 1933, AS AMENDED, AND/OR ANY APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS. 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 SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. THE SHARES HOLDER OF THIS CERTIFICATE AGREES NOT TO ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO AS SET FORTH IN THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT WARRANT BETWEEN THE COMPANY ISSUER AND THE REGISTERED ORIGINAL HOLDER OF THESE SECURITIES, INCLUDING THOSE SET FORTH IN REGULATION S OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SECURITIES ACT, A COPY OF SUCH AGREEMENT IS MAINTAINED WHICH MAY BE OBTAINED AT THE COMPANYPRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FROM THE EFFECTIVE DATE OF THE CORPORATION’S PRINCIPAL CORPORATE OFFICESFIRST UNDERWRITTEN PUBLIC OFFERING IN THE UNITED STATES AS MORE FULLY PROVIDED IN THE WARRANT TO WHICH THESE SECURITIES WERE ISSUED.

Restrictive Legends. The Each certificate evidencing the Shares which the Investor may purchase hereunder and any other securities issued upon any stock certificates split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the counsel for all Purchased Shares the Corporation) shall be endorsed imprinted with legends substantially in the following restrictive legendsform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO SOLD WITHOUT REGISTRATION UNDER THE COMPANY OF ACT UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY CORPORATION, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE OR SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR PURSUANT TO REGULATION S UNDER THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF ACT. THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE MAY ALSO BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER RESTRICTIONS AND DURING A "STAND-OFF PERIOD" OF UP TO 180 DAYS AS PROVIDED IN THAT CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLYFEBRUARY ____, MAY NOT BE SOLD1997, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL HOLDER HEREOF AND THE REGISTERED HOLDER CORPORATION. THE CORPORATION WILL NOTIFY THE TRANSFER AGENT OF THE SHARES (OR THE PREDECESSOR IN INTEREST STARTING DATE OF ANY SUCH STAND-OFF PERIOD AND WILL ISSUE STOP-TRANSFER INSTRUCTIONS APPLICABLE TO THE SHARESSTAND-OFF PERIOD. WHENEVER THE TRANSFER AGENT HAS RECEIVED NO SUCH STOP TRANSFER INSTRUCTIONS FROM THE CORPORATION, THE TRANSFER AGENT IS HEREBY AUTHORIZED AND DIRECTED TO CONCLUSIVELY PRESUME THAT NO STAND-OFF PERIOD IS IN EFFECT TO PREVENT THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. IMMEDIATELY AFTER THE EXPIRATION DATE OF ANY STAND-OFF PERIOD (WHICH SHALL FALL NOT LATER THAN 180 DAYS AFTER THE STARTING DATE). , THIS RESTRICTIVE LEGEND AND ANY RELATED STOP TRANSFER INSTRUCTIONS GIVEN BY THE CORPORATION TO THE TRANSFER AGENT SHALL BE OF NO FURTHER FORCE OR EFFECT, AND THE TRANSFER AGENT IS HEREBY AUTHORIZED AND DIRECTED, AT ANY TIME ON OR AFTER THE EXPIRATION DATE OF THE STAND-OFF PERIOD, TO ISSUE A COPY OF SUCH AGREEMENT IS MAINTAINED NEW CERTIFICATE WITHOUT THIS LEGEND IN EXCHANGE FOR THIS LEGENDED CERTIFICATE UPON SURRENDER BY AND AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESREQUEST OF THE HOLDER WITHOUT FURTHER AUTHORIZATION FROM THE CORPORATION. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Shares during the Regulation S restricted period and the Stand-off Period.

Restrictive Legends. The stock certificates for all Purchased Each certificate or document representing any of the Shares shall be endorsed with bear substantially the following restrictive legends: legends (in addition to any legends required under applicable 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 AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSSTATE. WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR HYPOTHECATED (I) UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER(II) UNLESS SUCH SALE, EXCEPT UPON DELIVERY TO TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY OF RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS AND QUALIFICATION ARE NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF REQUIRED. THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS OTHER RESTRICTIONS, AND RIGHTS THE HOLDER OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH FUTURE HOLDERS) IS BOUND BY THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE REGISTERED HOLDER COMPANY (COPIES OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT WHICH MAY BE OBTAINED FROM THE COMPANY’S PRINCIPAL CORPORATE OFFICES).

Restrictive Legends. The stock certificates for all Purchased Shares Each replacement Warrant issued upon partial exercise or the transfer of any Warrant shall be endorsed with contain a legend in substantially the following restrictive legendsform: THIS WARRANT AND ANY SHARES ACQUIRED UPON THE SECURITIES REPRESENTED BY EXERCISE OF THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO IN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY ABSENCE OF SUCH OTHER EVIDENCE AS REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE SATISFACTORY TO TRANSFERRED ONLY IN COMPLIANCE WITH THE COMPANY TO CONDITIONS SPECIFIED IN THIS WARRANT. Each certificate for Common Stock issued upon the exercise of any Warrant, and each certificate issued upon the transfer of any such Common Stock, shall be stamped or otherwise imprinted with a legend in substantially the following form: THE EFFECT THAT ANY SUCH TRANSFER WILL SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BE IN VIOLATION OF BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE UNDER THE SECURITIES LAWS AND/OR OF ANY RULE OR REGULATION PROMULGATED THEREUNDERSTATE. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, ENCUMBEREDPLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR IN ANY MANNER DISPOSED THE AVAILABILITY OF EXCEPT IN CONFORMITY WITH AN EXEMPTION FROM REGISTRATION, UNDER THE TERMS SECURITIES ACT OF A STOCK PURCHASE AGREEMENT BETWEEN 1933 AND APPROPRIATE STATE SECURITIES LAWS. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHAREHOLDER'S EXPENSE, AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST SATISFACTORY TO THE SHARES). A COPY OF SUCH AGREEMENT IT, THAT AN EXEMPTION FROM REGISTRATION IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESAVAILABLE.

Restrictive Legends. The stock certificates for all representing the Purchased Shares shall be endorsed with substantially one or more of the following restrictive legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWSAND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERDISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, EXCEPT UPON DELIVERY (II) IN COMPLIANCE WITH RULE 144, OR (III) PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY CORPORATION, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED FOR SUCH TRANSFER AND/AS TO SAID SALE, OFFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF DISTRIBUTION. THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE HEREBY (I) ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS A RIGHT OF FIRST REFUSAL GRANTED IN FAVOR OF THE CORPORATION WITH RESPECT TO THE COMPANY TRANSFER OF SUCH SECURITIES AND ACCORDINGLY(II) MAY BE SUBJECT TO A RIGHT TO REPURCHASE SUCH SECURITIES UNDER CERTAIN CIRCUMSTANCES, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE PURSUANT TO AN AGREEMENT BY AND BETWEEN THE COMPANY CORPORATION AND THE REGISTERED HOLDER ORIGINAL PURCHASER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT IS MAINTAINED AT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY’S PRINCIPAL CORPORATE OFFICESSECRETARY OF THE CORPORATION.

Restrictive Legends. The stock certificates Certificates for all Purchased Shares now or hereafter issued to and held by the Shareholders shall be endorsed marked conspicuously with substantially the following restrictive legends: THE SECURITIES SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF OR ENCUMBRANCE UPON THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT IS RESTRICTED BY AND SUBJECT TO THE TERMS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER , 2004. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE IN THE CORPORATE OFFICE OF DATREK ACQUISITION, INC. AND CAN BE INSPECTED UPON WRITTEN REQUEST. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDDELIVERED AFTER SALE, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERIN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (WHICH THE COMPANY OF MAY REQUIRE TO BE EVIDENCED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARESREQUIRED). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES.

Restrictive Legends. The stock certificates for all Purchased In addition to the restrictions set forth ------------------- in Section 4.12, no Preferred Shares or Shares may be transferred without registration under the Securities Act and applicable state securities laws unless counsel to the Company shall advise the Company that such transfer may be endorsed with effected without such registration. Each certificate representing any of the foregoing shall bear legends in substantially the following restrictive legendsform: THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE REDEEMABLE AS PROVIDED IN THE CERTIFICATE OF DESIGNATION AND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S CLASS A COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF DESIGNATION. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, ASSIGNED EXCEPT UPON DELIVERY TO IN A TRANSACTION WHICH IS EXEMPT UNDER THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES 1933 ACT OF 1933, AS AMENDED, AND/OR ANY APPLICABLE STATE SECURITIES LAWS AND/LAWS, OR ANY RULE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR REGULATION PROMULGATED THEREUNDERIN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS RESTRICTED BY AND SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS PROVISIONS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER DATED AS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). AUGUST 30, 1999, A COPY OF SUCH AGREEMENT WHICH IS MAINTAINED AVAILABLE UPON REQUEST FOR INSPECTION AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESOFFICE'S OF THE CORPORATION. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE CORPORATION.

Restrictive Legends. The stock certificates Subscriber is acquiring the Shares for all Purchased Shares shall be endorsed its own account and not with substantially a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Subscriber consents to the placement of the following restrictive legendslegend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES LAWSACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. WITHOUT SUCH REGISTRATIONEACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE CONDUCTED UNLESS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH IS RESTRICTED UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN SUBSCRIPTION AGREEMENT, DATED AS OF FEBRUARY 16, 2012 (THE COMPANY AND ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)CORPORATION IS PARTY. A COPY OF SUCH THE SUBSCRIPTION AGREEMENT IS MAINTAINED AT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE COMPANYCORPORATION’S PRINCIPAL CORPORATE OFFICESRECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. The stock certificates for all Purchased Shares Global Certificate and the ------------------- Certificated Preferred Securities that are Restricted Securities shall be endorsed with substantially bear the following restrictive legendslegend (the "Restricted Securities Legend") unless the Depositor determines otherwise in accordance with applicable law: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT EVIDENCED HEREBY AND THE COMMON STOCK ISSUABLE UPON THEIR CONVERSION AND THE DEBENTURES THAT MAY BE ISSUED IN EXCHANGE THEREFOR HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE 1933 (THE "SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES ACT") AND MAY NOT BE SOLDREOFFERED, PLEDGEDRESOLD, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY (A) (1) TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION A PERSON WHO SUCH PURCHASER REASONABLY BELIEVES IS NOT REQUIRED A QUALIFIED INSTITUTIONAL BUYER ACQUIRING FOR SUCH TRANSFER AND/ITS OWN ACCOUNT OR THE SUBMISSION ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND (B) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDEROF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THE SHARES REPRESENTED COMPANY, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE, PLEDGE OR TRANSFER TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY BE COMPLETED AND DELIVERED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED THE TRANSFEROR TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESTRUSTEE.

Restrictive Legends. The stock certificates for all Purchased Shares shall In lieu of the legend required by Article 7 of the Stockholders Agreement, each certificate evidencing shares of Class B Common acquired upon conversion of the Convertible Note (or any Company securities issued with respect to such shares) shall, until such time as such shares are no longer subject to the provisions of the Stockholders Agreement in accordance with the provisions thereof, be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT WERE ORIGINALLY ISSUED ON OCTOBER 14, 1999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATIONSTATE, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO IN THE COMPANY ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO EFFECTIVE REGISTRATION UNDER THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/LAW OR ANY RULE OR REGULATION PROMULGATED AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF APRIL 21, 1999, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S STOCKHOLDERS, AS AMENDED AND MODIFIED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE BECAME SUBJECT TO SUCH STOCKHOLDERS AGREEMENT PURSUANT TO A JOINDER AND RIGHTS AGREEMENT DATED AS OF FIRST REFUSAL GRANTED TO THE COMPANY OCTOBER 14, 1999, BY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN AMONG THE COMPANY AND THE REGISTERED INITIAL HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)SUCH SECURITIES. A COPY OF EACH SUCH AGREEMENT IS MAINTAINED AT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY’S PRINCIPAL CORPORATE OFFICESCOMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST."

Restrictive Legends. The stock Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates for representing all Purchased of the Shares shall be endorsed with substantially or the Conversion Stock to the following restrictive legendseffect: "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 THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, DISPOSED OF EXCEPT UPON DELIVERY PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EFFECTIVE REGISTRATION IS NOT REQUIRED FOR STATEMENT UNDER SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR AND APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR REGULATION PROMULGATED THEREUNDERSUCH LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS A SHAREHOLDERS AGREEMENT DATED AS OF MAY 18, 1998 AS MAY BE AMENDED FROM TIME TO TIME, AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, TRANSFERRED, ENCUMBERED, HYPOTHECATED OR IN ANY MANNER OTHERWISE DISPOSED OF EXCEPT IN CONFORMITY ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE SUCH AGREEMENT. SUCH AGREEMENT BETWEEN MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AND A COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE REGISTERED HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE SHARES (COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSHAREHOLDER."

Restrictive Legends. The stock certificates for all Purchased Shares All Applicable Certificates issued pursuant to the Agreement shall be endorsed with substantially bear a legend to the following restrictive legends: THE SECURITIES REPRESENTED BY effect (the “Restrictive Legend”): THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); (2) AGREES THAT, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATIONFOR SO LONG AS THIS CERTIFICATE IS OUTSTANDING, SUCH SECURITIES MAY IT WILL NOT BE SOLD, PLEDGED, HYPOTHECATED RESELL OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, TRANSFER THIS CERTIFICATE EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE A “QUALIFIED INSTITUTIONAL BUYER” (AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE DEFINED IN VIOLATION OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/); AND (3) AGREES THAT IF IT SHOULD RESELL OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY OTHERWISE TRANSFER THIS CERTIFICATE ARE SUBJECT IT WILL DELIVER TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE COMPANY EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2012-3C-O TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER VIOLATION OF THE SHARES (OR FOREGOING RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY FINANCIAL RISKS OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESTHIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Restrictive Legends. The stock certificates for all Purchased Shares Each Global Certificate shall be endorsed with substantially bear the ------------------- following restrictive legendslegend on the face thereof: THE SECURITIES REPRESENTED BY UNLESS THIS CERTIFICATE HAVE BEEN ACQUIRED IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR INVESTMENT REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND HAVE NOT BEEN ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED UNDER IN THE SECURITIES ACT NAME OF 1933CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), AS AMENDEDANY TRANSFER, PLEDGE OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OTHER USE HEREOF FOR VALUE OR OTHERWISE TRANSFERRED AT BY OR TO ANY TIME WHATSOEVERPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, EXCEPT UPON DELIVERY CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE RESTRICTIONS SET FORTH IN VIOLATION SECTION 3.05 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT PASS THROUGH TRUST AGREEMENT REFERRED TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESHEREIN.

Restrictive Legends. The stock certificates (a) Each certificate evidencing shares of Series A Preferred Stock which are Restricted Securities and each certificate for all Purchased Shares any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Section 6.3 hereof) be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO IN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY ABSENCE OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERBLUE SKY LAWS. ADDITIONALLY, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS THE CONDITIONS SPECIFIED IN THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 16, 2001, AMONG THE ISSUER HEREOF AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH OTHER SIGNATORIES THERETO. THE TERMS OF A STOCK SUCH SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH THE SECURITIES PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER HEREOF TO THE HOLDER OF RECORD OF THIS CERTIFICATE UPON WRITTEN REQUEST. THE CORPORATION IS MAINTAINED AT AUTHORIZED TO ISSUE DIFFERENT CLASSES OF SHARES. IN ACCORDANCE WITH SECTION 16-10a-625 OF THE COMPANY’S PRINCIPAL CORPORATE OFFICESUTAH REVISED BUSINESS CORPORATION ACT, UPON WRITTEN REQUEST BY THE SHAREHOLDER, THE CORPORATION WILL FURNISH, WITHOUT CHARGE, A SUMMARY OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS APPLICABLE TO EACH CLASS OF SHARES."

Restrictive Legends. The stock Stockholder hereby acknowledges and agrees that, during the term of this Agreement, each of the certificates for all Purchased Shares or book-entry confirmations representing Registrable Securities shall be endorsed with substantially subject to stop transfer instructions and shall include the following restrictive legendsapplicable portion(s) of the legend set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND OR CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, DISPOSED OF (“TRANSFERRED”) EXCEPT UPON DELIVERY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE COMPANY OF ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE OR CONFIRMATION ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS THE TERMS OF THE SHAREHOLDERS AGREEMENT, DATED AS OF OCTOBER 10, 2006, AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE TERMS PROVISIONS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)SUCH SHAREHOLDERS AGREEMENT. A COPY OF SUCH SHAREHOLDERS AGREEMENT IS MAINTAINED AT ON FILE WITH THE COMPANY’S PRINCIPAL CORPORATE OFFICESSECRETARY OF ITC HOLDINGS CORP. AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THESE SHARES, BY ACCEPTANCE OF THIS CERTIFICATE OR CONFIRMATION, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.” The certificates or book-entry confirmations representing such Registrable Securities shall be replaced, at the expense of the Company, with certificates or book-entry confirmations not bearing the legend required by this Section 2(b) and any such stop transfer restrictions shall be cancelled, upon (i) the Transfer of Registrable Securities in compliance with Section 2 or (ii) the applicability of clause (iii) of the definition of “Registrable Securities” with respect to the Common Stock.

Restrictive Legends. The stock certificates Except as otherwise permitted by this Section 12, each share certificate constituting the Securities issued and sold pursuant to this Agreement and any share certificate issued upon exchange of the Series C Preferred Stock or exercise of the Common Stock Purchase Warrant or the Additional Common Stock Purchase Warrant for all Purchased Shares Common Stock shall be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLDOFFERED, PLEDGEDREOFFERED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBEREDPLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT OFFER, REOFFER, SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF OR DISTRIBUTE DIRECTLY OR INDIRECTLY THESE SECURITIES IN THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AT ANY MANNER DISPOSED TIME PRIOR TO TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THESE SECURITIES, EXCEPT (A) TO THE COMPANY OR A SUBSIDIARY OF THE COMPANY, (B) IN CONFORMITY CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR (D) IN ACCORDANCE WITH THE TERMS PROVISIONS OF REGULATION S OF SUCH ACT, INCLUDING RULE 903, RULE 904 AND RULE 905 THEREUNDER, AND AGREES THAT ANY HEDGING TRANSACTIONS INVOLVING THE SECURITIES WILL BE CONDUCTED IN COMPLIANCE WITH REGULATION S UNDER SUCH ACT AND AGREES THAT IT WILL GIVEN TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRANSFER AGENT, AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER, IN EACH OF THE FOREGOING CASES, TO REQUIRE DELIVERY OF A STOCK PURCHASE AGREEMENT BETWEEN CERTIFICATION OF TRANSFER IN FORM SATISFACTORY TO THEM. AS USED HEREIN, THE COMPANY TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE REGISTERED HOLDER OF MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSECURITIES ACT.

Restrictive Legends. The stock certificates Each certificate for all Purchased Shares the Restricted Securities, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Section 10.3 hereof) be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO IN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY ABSENCE OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERBLUE SKY LAWS. ADDITIONALLY, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS THE CONDITIONS SPECIFIED IN THE SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER ___, 1999, AMONG THE ISSUER HEREOF AND CERTAIN REPURCHASE RIGHTS OTHER SIGNATORIES THERETO, AND RIGHTS NO TRANSFER OF FIRST REFUSAL GRANTED THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, THE ISSUER HEREOF HAS AGREED TO DELIVER TO THE COMPANY AND ACCORDINGLYHOLDER HEREOF A NEW CERTIFICATE, MAY NOT BE SOLDBEARING THIS LEGEND, ASSIGNED, TRANSFERRED, ENCUMBERED, OR FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER NAME OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)HOLDER HEREOF. A COPY COPIES OF SUCH AGREEMENT IS MAINTAINED MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY’S PRINCIPAL CORPORATE OFFICES.HOLDER OF RECORD

Restrictive Legends. Standby Purchaser understands and agrees that the Securities will bear a legend substantially similar to the legend set forth below. The stock certificates for all Purchased Shares legend may be removed pursuant to Section 11(a)(iii) and Section 11(a)(iv) as provided above. The legend shall be endorsed with substantially removed upon the following restrictive legends: effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. 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 REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY (A) PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EFFECTIVE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. PROVIDED THAT AT THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE COMPANY ISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND ACCORDINGLY, SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBEREDSOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR IN ANY MANNER DISPOSED (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES1933, AS AMENDED.

Restrictive Legends. The stock certificates for all Purchased Shares Each certificate representing any of the Securities shall be endorsed with bear substantially the following restrictive legendslegend (in addition to any legends required under applicable securities laws). In the Case of All Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAWSACT"). WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERUNLESS SUCH SALE, EXCEPT UPON DELIVERY TO TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS AND QUALIFICATION ARE NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF REQUIRED. THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS OTHER RESTRICTIONS, AND RIGHTS THE HOLDER OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH FUTURE HOLDERS) IS BOUND BY THE TERMS OF A STOCK UNIT PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE REGISTERED HOLDER COMPANY (COPIES OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT WHICH MAY BE OBTAINED FROM THE COMPANY’S PRINCIPAL CORPORATE OFFICES.)

Restrictive Legends. The It is understood that each certificate representing (i) the Shares, (ii) the Conversion Shares, and (iii) any other securities issued in respect of the Shares upon any stock certificates split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for all Purchased Shares the Company) shall be endorsed stamped or otherwise imprinted with legends substantially in the following restrictive legends: forms (in addition to any legend that may now or hereafter be required by applicable federal or state law): "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, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THEY MAY NOT BE SOLDOFFERED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERTRANSFERRED, EXCEPT UPON PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, THE AVAILABILITY OF CERTAIN EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY ISSUER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT SECURITIES THAT ANY SUCH TRANSFER WILL NOT BE OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN VIOLATION OF FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. ." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THAT CERTAIN RESTATED INVESTORS' RIGHTS AGREEMENT, AS AMENDED, AND THAT CERTAIN REPURCHASE RIGHTS AMENDED AND RIGHTS RESTATED VOTING AGREEMENT, AS AMENDED, COPIES OF FIRST REFUSAL GRANTED TO WHICH MAY BE OBTAINED BY THE COMPANY HOLDER, UPON REQUEST AND ACCORDINGLYWITHOUT CHARGE, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH AT THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER PRINCIPAL OFFICE OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESCORPORATION."

Restrictive Legends. The stock certificates for all Purchased To the extent applicable, each certificate representing Award Shares shall will be endorsed stamped with substantially the following restrictive legends: THE VESTING, FORFEITURE, SALE OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTED STOCK AWARD BETWEEN THE ISSUER AND THE SHAREHOLDER DATED AS OF JANUARY 16, 2012. A COPY OF THIS AGREEMENT IS ON FILE IN THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED, UPON REQUEST AND WITHOUT CHARGE, TO ANY PERSON HAVING A VALID INTEREST THEREIN. THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND IS SUBJECT TO CERTAIN RESTRICTIONS, WHICH INCLUDE CO-SALE RESTRICTIONS ON THE SALE OF THE SECURITIES, SET FORTH IN A SHAREHOLDERS AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE ISSUER’S PRINCIPAL PLACE OF BUSINESS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING AGREEMENTS AS SET FORTH IN A SHAREHOLDERS AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE ISSUER’S PRINCIPAL PLACE OF BUSINESS. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE “SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES ACT”) AND MAY NOT BE SOLDOFFERED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERTRANSFERRED, EXCEPT UPON DELIVERY TO ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE COMPANY OF ACT OR UNLESS THE ISSUER HAS RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY ISSUER AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED FOR SUCH REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS AND CONDITIONS OF A STOCK PURCHASE CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE COMPANY STOCKHOLDER AND THE REGISTERED HOLDER ISSUER OF SUCH SECURITIES, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE SHARES (OR ISSUER FILED UNDER THE PREDECESSOR IN INTEREST TO THE SHARES)ACT. A COPY COPIES OF SUCH AGREEMENT IS MAINTAINED AT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY’S PRINCIPAL CORPORATE OFFICESSECRETARY OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF SUCH SECURITIES. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AUTHORIZED TO BE ISSUED BY THE ISSUER AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE ISSUER.

Restrictive Legends. The stock certificates for all Purchased Shares shall be endorsed Global will stamp or imprint each certificate or other instrument representing shares of Stock, throughout the term of this Agreement, with substantially a legend in the following restrictive legendsform: “THE ISSUANCE AND SALE OF 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 LAWS. WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO ASSIGNED (I) IN THE COMPANY ABSENCE OF (A) AN OPINION OF COUNSEL SATISFACTORY TO EFFECTIVE REGISTRATION STATEMENT FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR STATE SECURITIES LAWS AND/LAWS, OR ANY (II) UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION PROMULGATED THEREUNDERRULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE SHARES VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 30, 2009, AMONG GLOBAL EMPLOYMENT HOLDINGS, INC. AND CERTAIN REPURCHASE RIGHTS AND RIGHTS HOLDERS OF FIRST REFUSAL GRANTED ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO THE COMPANY AND ACCORDINGLYTIME), MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY’S PRINCIPAL CORPORATE OFFICESHOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF GLOBAL EMPLOYMENT HOLDINGS, INC.”

Restrictive Legends. The stock certificates for all Purchased Each certificate representing any Shares or Conversion Shares shall be endorsed with bear legends in substantially the following restrictive legendsform: THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF INCORPORATION AS AMENDED AND/OR RESTATED FROM TIME TO TIME. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, ASSIGNED EXCEPT UPON DELIVERY TO IN A TRANSACTION WHICH IS EXEMPT UNDER THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES 1933 ACT OF 1933, AS AMENDED, AND/OR ANY APPLICABLE STATE SECURITIES LAWS AND/LAWS, OR ANY RULE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR REGULATION PROMULGATED THEREUNDERIN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS RESTRICTED BY AND SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS PROVISIONS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER DATED AS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SEPTEMBER 2, 2003, A COPY OF SUCH AGREEMENT WHICH IS MAINTAINED AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S OF THE COMPANY’S PRINCIPAL CORPORATE OFFICES. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE COMPANY.

Restrictive Legends. The stock All certificates for all Purchased representing the Shares shall be endorsed with have affixed thereto legends in substantially the following restrictive legendsform, in addition to any other legends that may be required under federal or state securities laws: A TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE SYNOVA HEALTHCARE GROUP, INC. 2005 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF APRIL 3, 2007, BETWEEN SYNOVA HEALTHCARE GROUP, INC. AND THE HOLDER OF THIS CERTIFICATE. A COPY OF SUCH PLAN AND AGREEMENT IS ON FILE AT THE OFFICES OF SYNOVA HEALTHCARE GROUP, INC. In addition, the following legend (the “Securities Legend”) shall also be affixed to any certificate representing the Shares: 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, OR ANY UNDER APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EFFECTIVE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR AND UNDER ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND/OR , IN ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS EVENT, WITHOUT AN OPINION OF FIRST REFUSAL GRANTED COUNSEL ACCEPTABLE TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY (BOTH AS TO SUCH COUNSEL AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY FORM AND SUBSTANCE OF SUCH AGREEMENT IS MAINTAINED AT OPINION) THAT THE COMPANY’S PRINCIPAL CORPORATE OFFICESPROPOSED TRANSACTION WILL BE EXEMPT FROM SUCH REGISTRATION.

Restrictive Legends. The stock certificates for all Purchased Shares book entry representing the shares of Purchaser Common Stock acquired by Seller hereunder shall be endorsed with substantially bear the following restrictive legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATIONLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, DISPOSED OF EXCEPT UPON DELIVERY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS WHICH IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THE COMPANY PROVISIONS OF AN OPINION INVESTOR RIGHTS AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, IN EACH CASE, BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF COUNSEL SATISFACTORY THESE SECURITIES. A COPY OF THE INVESTOR RIGHTS AGREEMENT AND REGISTRATION RIGHTS AGREEMENT MAY BE OBTAINED FROM THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH EXTENT PROVIDED THEREIN AND ANY TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE INVESTOR RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESVOID AND OF NO EFFECT.”

Restrictive Legends. The Each certificate for the Restricted Securities and any shares of stock certificates of SOCO received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise and each certificate for all Purchased Shares any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Section 4 hereof) be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE SOLDSOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE COMPANY CONDITIONS SPECIFIED IN SECTIONS 3, 4 AND 5 OF AN OPINION THE AGREEMENT AND PURCHASER QUESTIONNAIRE BETWEEN SOCO INTERNATIONAL PLC AND ________________________ DATED_________, 1998, AND NO TRANSFER OF COUNSEL SATISFACTORY THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, SOCO INTERNATIONAL PLC HAS AGREED TO DELIVER TO THE COMPANY THAT REGISTRATION IS HOLDER HEREOF A NEW CERTIFICATE, NOT REQUIRED BEARING THIS LEGEND, FOR SUCH TRANSFER AND/OR THE SUBMISSION TO SECURITIES REPRESENTED HEREBY REGISTERED IN THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION NAME OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERHOLDER HEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY COPIES OF SUCH AGREEMENT IS MAINTAINED MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY’S PRINCIPAL CORPORATE OFFICESHOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF SOCO INTERNATIONAL PLC." Additionally, such certificates shall contain any other legends required by law.

Restrictive Legends. The stock certificates for all Purchased Shares Each Security and any security issued in exchange therefore shall be endorsed with substantially bear the following restrictive legends(or substantially equivalent) legend on the face or reverse side thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE PLEDGED, SOLD, PLEDGEDOFFERED FOR SALE, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERDISPOSED OF IN THE ABSENCE OF (A) REGISTRATION UNDER OR EXEMPTION FROM THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS AND THE RESPECTIVE RULES AND REGULATIONS THEREUNDER AND (B) UNDER CERTAIN CIRCUMSTANCES, EXCEPT UPON DELIVERY TO IF REQUESTED BY [PRECISE HOLDING CORPORATION/PRECISE TECHNOLOGY, INC.] (THE COMPANY OF "COMPANY"), AN OPINION OF COUNSEL, WHICH COUNSEL SATISFACTORY SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER WILL DOES NOT BE IN VIOLATION OF VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR ANY APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN THE TERMS AND PROVISIONS (INCLUDING TRANSFER RESTRICTIONS RESTRICTIONS) OF A [SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 29, 1996, BY AND AMONG PRECISE HOLDING CORPORATION, PRECISE TECHNOLOGY, INC. AND CERTAIN REPURCHASE RIGHTS INVESTORS IDENTIFIED THEREIN/SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 29, 1996, BY AMONG PRECISE HOLDING CORPORATION, PRECISE TECHNOLOGY, INC. AND RIGHTS THE INVESTORS IDENTIFIED THEREIN AND/OR A WARRANT PURCHASE AGREEMENT, DATED AS OF FIRST REFUSAL GRANTED TO THE COMPANY MARCH 29, 1996, BY AND ACCORDINGLYAMONG PRECISE HOLDING CORPORATION AND CERTAIN OTHER PARTIES IDENTIFIED THEREIN][AND A SHAREHOLDER AGREEMENT, DATED AS OF MARCH 29, 1996, BY AND AMONG PRECISE HOLDING CORPORATION AND CERTAIN OTHER PARTIES IDENTIFIED THEREIN] (AS SUCH AGREEMENTS MAY NOT BE SOLDSUPPLEMENTED, ASSIGNEDMODIFIED, TRANSFERRED, ENCUMBEREDAMENDED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH RESTATED FROM TIME TO TIME, THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER "AGREEMENTS"). COPIES OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AGREEMENTS ARE AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY’S PRINCIPAL CORPORATE OFFICES." In addition, the shares of Common Stock issuable upon exercise of the Warrants shall bear at the time of issuance a legend in substantially the form set forth above and any legend required by the state securities or "blue sky" laws of any state in which a registered holder thereof is resident, unless such shares have been registered under the Securities Act.

Restrictive Legends. The stock certificates Unless and until otherwise permitted by this Article IV, each certificate for all Purchased Shares the Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferees of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant and each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF SEPTEMBER 28, 2001 (THE "WARRANT AGREEMENT"), BETWEEN METROMEDIA FIBER NETWORK, INC., A DELAWARE CORPORATION (THE "ISSUER"), AND THE HOLDERS PARTY THERETO FROM TIME TO TIME AS MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH RESTRICTIONS HAVE LAPSED OR BEEN ACQUIRED FOR INVESTMENT FULFILLED, RELEASED OR WAIVED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE SOLDTRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS REGISTRATION OR QUALIFICATION PROVISIONS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY APPLICABLE FEDERAL AND THE REGISTERED HOLDER OF THE SHARES (STATE SECURITIES LAWS OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESAPPLICABLE EXEMPTIONS THEREFROM."

Restrictive Legends. The stock certificates Subscriber is acquiring the Shares for all Purchased Shares shall be endorsed its own account and not with substantially a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Subscriber consents to the placement of the following restrictive legendslegend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES LAWSACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. WITHOUT SUCH REGISTRATIONEACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE CONDUCTED UNLESS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH IS RESTRICTED UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN SUBSCRIPTION AGREEMENT, DATED AS OF SEPTEMBER ___, 2012 (THE COMPANY AND ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)CORPORATION IS PARTY. A COPY OF SUCH THE SUBSCRIPTION AGREEMENT IS MAINTAINED AT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE COMPANYCORPORATION’S PRINCIPAL CORPORATE OFFICESRECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. The stock certificates for all Purchased Each certificate representing any of the Shares shall be endorsed with bear legends substantially in the following restrictive legendsform: THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF CAPITAL STOCK. THE CORPORATION SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE CORPORATION SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES REPRESENTED OF THE CORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT AND SUCH LAWS. WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED AT DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT AND ANY TIME WHATSOEVERAPPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE COMPANY OF CORPORATION RESERVES THE RIGHT PRIOR TO ANY SUCH TRANSACTION TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION IT WITH RESPECT TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES FOREGOING RESTRICTIONS. The legend set forth immediately above and any applicable stop transfer orders shall be removed, and the Company shall issue certificates without such legend, with respect to any of such securities with respect to which the Company has received an opinion from counsel to the applicable holder, in form and substance and from counsel reasonably satisfactory to the Company (OR THE PREDECESSOR IN INTEREST TO THE SHARESwhich opinion shall be in addition to any opinion required to be provided pursuant to Section 3.4.4), to the effect that the subsequent transfer or other disposition of such securities shall not require registration under the Securities Act. A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESThe Company, at its discretion, may cause a stop transfer order to be placed with its transfer agent with respect to the securities represented by certificates that include the legend set forth immediately above.

Restrictive Legends. The stock certificates Subscriber is acquiring the Shares for all Purchased Shares shall be endorsed its own account and not with substantially a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Subscriber consents to the placement of the following restrictive legendslegend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES LAWSACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. WITHOUT SUCH REGISTRATIONEACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE CONDUCTED UNLESS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH IS RESTRICTED UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN SUBSCRIPTION AGREEMENT, DATED AS OF OCTOBER ___, 2012 (THE COMPANY AND ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)CORPORATION IS PARTY. A COPY OF SUCH THE SUBSCRIPTION AGREEMENT IS MAINTAINED AT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE COMPANYCORPORATION’S PRINCIPAL CORPORATE OFFICESRECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. The stock certificates for all Purchased Shares Each Warrant, while it is a Restricted Security, shall be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: THIS WARRANT AND THE SECURITIES REPRESENTED BY THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "FEDERAL ACT") OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY NOT BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, HYPOTHECATED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED AT DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER PROVISIONS OF THE FEDERAL ACT AND ALL APPLICABLE STATE SECURITIES LAWS; AND IN THE CASE OF ANY TIME WHATSOEVEREXEMPTION, EXCEPT UPON DELIVERY TO ONLY IF THE COMPANY OF HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OF THE WARRANT OR THE SUBMISSION TO OTHER SECURITIES. NEITHER THIS WARRANT NOR THE COMPANY OF SUCH OTHER EVIDENCE AS SECURITIES THAT MAY BE SATISFACTORY ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY LISTED IN SCHEDULE A TO THIS WARRANT. Each certificate for Restricted Securities (unless at the time of issuance such Restricted Securities are registered under the Securities Act) other than a Warrant, and each certificate issued upon the transfer or exchange of any such certificate for Restricted Securities (except as otherwise permitted by this Section 4) shall be stamped or otherwise imprinted with a legend in substantially the following form: THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BE IN VIOLATION OF BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "FEDERAL ACT"), AND/OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS AND/LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR ANY RULE OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR REGULATION PROMULGATED THEREUNDER. AN EXEMPTION THEREFROM UNDER PROVISIONS OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS FEDERAL ACT AND CERTAIN REPURCHASE RIGHTS ALL APPLICABLE STATE SECURITIES LAWS; AND RIGHTS IN THE CASE OF FIRST REFUSAL GRANTED AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ACCORDINGLY, MAY THAT SUCH TRANSACTION DOES NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED REQUIRE REGISTRATION OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESTHESE SECURITIES.

Restrictive Legends. The In order to reflect the restrictions on ------------------- disposition of the Shares and the forfeiture restrictions, the stock certificates for all Purchased representing the Shares shall will be endorsed with substantially the following restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERDISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE 2001, AS IT MAY BE SATISFACTORY AMENDED FROM TIME TO THE COMPANY TIME. PURSUANT TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS FORFEITURE RESTRICTIONS AND RIGHTS ANY TRANSFEREE OF FIRST REFUSAL GRANTED THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY AND ACCORDINGLYMAY, MAY NOT BE SOLDUPON REQUEST, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED REQUIRE A SATISFACTORY OPINION OF EXCEPT IN CONFORMITY WITH COUNSEL FOR THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE COMPANY AND THE REGISTERED HOLDER REQUIREMENTS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESACT."

Restrictive Legends. The stock certificates for all Purchased Shares shall In lieu of the legend required by Article 7 of the Stockholders Agreement, each certificate evidencing shares of Class A Common acquired upon conversion of the Convertible Note (or any Company securities issued with respect to such shares) shall, until such time as such shares are no longer subject to the provisions of the Stockholders Agreement in accordance with the provisions thereof, be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT WERE ORIGINALLY ISSUED ON OCTOBER 14, 1999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATIONSTATE, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO IN THE COMPANY ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO EFFECTIVE REGISTRATION UNDER THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/LAW OR ANY RULE OR REGULATION PROMULGATED AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF APRIL 21, 1999, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S STOCKHOLDERS, AS AMENDED AND MODIFIED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE BECAME SUBJECT TO SUCH STOCKHOLDERS AGREEMENT PURSUANT TO A JOINDER AND RIGHTS AGREEMENT DATED AS OF FIRST REFUSAL GRANTED TO THE COMPANY OCTOBER 14, 1999, BY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN AMONG THE COMPANY AND THE REGISTERED INITIAL HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)SUCH SECURITIES. A COPY OF EACH SUCH AGREEMENT IS MAINTAINED AT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY’S PRINCIPAL CORPORATE OFFICESCOMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST."

Restrictive Legends. The In order to reflect the restrictions on disposition of the Shares and the forfeiture restrictions, the stock certificates for all Purchased representing the Shares shall will be endorsed with substantially the following restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERDISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE 2001, AS IT MAY BE SATISFACTORY AMENDED FROM TIME TO THE COMPANY TIME. PURSUANT TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS FORFEITURE RESTRICTIONS, AND RIGHTS ANY TRANSFEREE OF FIRST REFUSAL GRANTED THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY AND ACCORDINGLYMAY, MAY NOT BE SOLDUPON REQUEST, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED REQUIRE A SATISFACTORY OPINION OF EXCEPT IN CONFORMITY WITH COUNSEL FOR THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE COMPANY AND THE REGISTERED HOLDER REQUIREMENTS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESACT."

Restrictive Legends. The stock certificates (a) Unless and until a Security is exchanged for all Purchased Shares an Exchange Security in connection with an effective Registration Statement pursuant to the Registration Rights Agreement, (i) the U.S. Global Security and each U.S. Physical Security shall be endorsed with bear the legend set forth below on the face thereof and (ii) the Offshore Physical Securities and the Offshore Global Security shall bear the legend set forth below on the 31 24 face thereof until at least 41 days after the Closing Date and receipt by the Company and the Trustee of a certificate substantially in the following restrictive legendsform of Exhibit B hereto: REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REPRESENTED ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED REGULATION S UNDER THE SECURITIES ACT ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE THIS NOTE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESFOREGOING RESTRICTIONS.

Restrictive Legends. The stock certificates for all Purchased Shares shall be endorsed with substantially the following restrictive legends: THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 2-211(B) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (I) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (II) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CHARTER OF THE CORPORATION, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL OWNERSHIP AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN TRANSFER FURTHER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION'S CHARTER, (I) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S COMMON STOCK IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF 9.8 PERCENT OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND RIGHTS (IV) NO PERSON MAY TRANSFER SHARES OF FIRST REFUSAL GRANTED CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OWNS OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. ATTEMPTED TRANSFERS OF OWNERSHIP IN VIOLATION OF THESE RESTRICTIONS SHALL BE NULL AND VOID AB INITIO. IN ADDITION, IF ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY MAY BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A STOCK PURCHASE AGREEMENT BETWEEN TRUST FOR THE COMPANY AND BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, UPON THE REGISTERED HOLDER OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE SHARES (OR RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE PREDECESSOR MEANINGS DEFINED IN INTEREST THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO THE SHARES). TIME, A COPY OF SUCH AGREEMENT WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS MAINTAINED AT SUBJECT TO RESTRICTION PURSUANT TO SECTION 7 OF THE COMPANY’S PRINCIPAL CORPORATE OFFICES.ARTICLES SUPPLEMENTARY FOR THE 9.00% SERIES D2 MANDATORY CONVERTIBLE PREFERRED STOCK OF THE CORPORATION, AS AMENDED AND IN EFFECT FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION UPON REQUEST. Annex I to the Standby Purchase Agreement

Restrictive Legends. The stock Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates for representing all Purchased of the Shares shall be endorsed with substantially or the Conversion Stock to the following restrictive legendseffect: "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 THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, DISPOSED OF EXCEPT UPON DELIVERY PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EFFECTIVE REGISTRATION IS NOT REQUIRED FOR STATEMENT UNDER SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR AND APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR REGULATION PROMULGATED THEREUNDERSUCH LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS A SHAREHOLDERS AGREEMENT DATED AS OF MAY 18, 1998 AS MAY BE AMENDED FROM TIME TO TIME, AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, TRANSFERRED, ENCUMBERED, HYPOTHECATED OR IN ANY MANNER OTHERWISE DISPOSED OF EXCEPT IN CONFORMITY ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. SUCH AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMP ANY AND A STOCK PURCHASE AGREEMENT BETWEEN COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY AND AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSHAREHOLDER."

Restrictive Legends. The stock Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates for representing all Purchased of the Shares shall be endorsed with substantially or the Conversion Stock to the following restrictive legendseffect: "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 THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, DISPOSED OF EXCEPT UPON DELIVERY PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EFFECTIVE REGISTRATION IS NOT REQUIRED FOR STATEMENT UNDER SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR AND APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR REGULATION PROMULGATED THEREUNDERSUCH LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AN AMENDED AND CERTAIN REPURCHASE RIGHTS RESTATED SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 19, 1999, AS MAY BE AMENDED FROM TIME TO TIME, AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, TRANSFERRED, ENCUMBERED, HYPOTHECATED OR IN ANY MANNER OTHERWISE DISPOSED OF EXCEPT IN CONFORMITY ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. SUCH AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMP ANY AND A STOCK PURCHASE AGREEMENT BETWEEN COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY AND AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSHAREHOLDER."

Restrictive Legends. The stock certificates Subscriber is acquiring the Shares for all Purchased Shares shall be endorsed its own account and not with substantially a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Subscriber consents to the placement of the following restrictive legendslegend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES LAWSACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. WITHOUT SUCH REGISTRATIONEACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE CONDUCTED UNLESS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH IS RESTRICTED UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN SUBSCRIPTION AGREEMENT, DATED AS OF AUGUST ___, 2012 (THE COMPANY AND ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)CORPORATION IS PARTY. A COPY OF SUCH THE SUBSCRIPTION AGREEMENT IS MAINTAINED AT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE COMPANYCORPORATION’S PRINCIPAL CORPORATE OFFICESRECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. The stock certificates for all Purchased Shares following legends, or words of similar ------------------- effect, shall be endorsed with substantially stamped or otherwise imprinted on the following restrictive legendscertificate or certificates evidencing the Shares: TRANSFER RESTRICTED ------------------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL AND STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERTRANSFERRED, EXCEPT UPON DELIVERY IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE COMPANY OF AN ISSUER HAS RECEIVED SUCH ASSURANCES AS THE ISSUER MAY REQUEST, WHICH MAY INCLUDE A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERITS COUNSEL. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS CONTAINED IN (1) AN AGREEMENT DATED AS OF FIRST REFUSAL GRANTED TO SEPTEMBER 1, 1995 (THE "SHAREHOLDERS' AGREEMENT") AMONG THE COMPANY AND ACCORDINGLYTHE SHAREHOLDERS (AS DEFINED THEREIN), AS AMENDED, AND (2) A STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 26, 1997 (THE "SERIES F AGREEMENT"), AND MAY NOT BE SOLD, ASSIGNEDPLEDGED, TRANSFERRED, ENCUMBERED, ENCUMBERED OR IN ANY MANNER OTHERWISE DISPOSED OF EXCEPT IN CONFORMITY ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE SHAREHOLDERS' AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)SERIES F AGREEMENT. A COPY OF SUCH AGREEMENT THESE AGREEMENTS IS MAINTAINED ON FILE AT THE OFFICES OF THE COMPANY AND MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE PRESIDENT OF THE COMPANY’S PRINCIPAL CORPORATE OFFICES.

Restrictive Legends. The stock certificates Subscriber is acquiring the Shares for all Purchased Shares shall be endorsed its own account and not with substantially a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Subscriber consents to the placement of the following restrictive legendslegend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES LAWSACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. WITHOUT SUCH REGISTRATIONEACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE CONDUCTED UNLESS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH IS RESTRICTED UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN SUBSCRIPTION AGREEMENT, DATED AS OF SEPTEMBER ___, 2010 (THE COMPANY AND ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)CORPORATION IS PARTY. A COPY OF SUCH THE SUBSCRIPTION AGREEMENT IS MAINTAINED AT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE COMPANYCORPORATION’S PRINCIPAL CORPORATE OFFICESRECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. The stock certificates for all Purchased Shares All Applicable Certificates issued pursuant to the Agreement shall be endorsed with substantially bear a legend to the following restrictive legends: THE SECURITIES REPRESENTED BY effect (the “Restrictive Legend”): THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY ACT); (2) AGREES THAT IT WILL NOT BE SOLD, PLEDGED, HYPOTHECATED RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY A NOTICE SUBSTANTIALLY TO THE EFFECT THAT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER WILL NOT BE AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2007-1B TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERFOREGOING RESTRICTIONS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)[Trust Supplement No. A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES.2007-1B]

Restrictive Legends. The stock certificates for all Purchased Standby Purchaser understands and agrees that the New Shares purchased pursuant to the Standby Purchase Commitment will bear a legend substantially similar to the legend set forth below in addition to any other legend that may be required by applicable law or by any agreement between the Company and the Standby Purchaser. The legend below (or a substantially similar legend) may be removed pursuant to Section 7(b)(iii) and Section 7(b)(iv) as provided above. Notwithstanding anything else in this Agreement, the legend below (or a substantially similar legend) shall be endorsed removed upon the earlier to occur of (i) the filing of the Resale Prospectus with substantially the following restrictive legends: Commission, and (ii) the lapse of six months from the date of the Closing, and the Company agrees to promptly issue a replacement stock certificate or certificates that do not contain such legend to the Standby Purchaser upon receipt of the original stock certificate or certificates representing the New Shares from the Standby Purchaser. “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVEREXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT UPON DELIVERY TO IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY OF HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR AND SUCH OTHER APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESLAWS.”

Restrictive Legends. The stock certificates for all Purchased Shares (a) Each certificate evidencing shares of SII Common Stock to be issued to the Continuing Holders (and the shares of Surviving Corporation Common Stock into which such shares of SII Common Stock will be converted) shall be endorsed with substantially contain the following restrictive legendslegend: "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, AND THE RULES AND REGULATIONS THEREUNDER (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES STATE; AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO IN THE COMPANY ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO EFFECTIVE REGISTRATION STATEMENT FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER SHARES UNDER THE ACT, AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF , IF APPLICABLE, THE SECURITIES ACT LAWS OF 1933ANY STATE OR AN EXEMPTION THEREFROM." "BY ITS ACCEPTANCE HEREOF, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT FOR ITS OWN ACCOUNT AND AGREES TO CERTAIN TRANSFER RESTRICTIONS COMPLY IN ALL RESPECTS WITH APPLICABLE SECURITIES LAWS AND CERTAIN REPURCHASE RIGHTS THE PROVISIONS OF THE CONTRIBUTION AND RIGHTS PARTICIPATION AGREEMENT DATED AS OF FIRST REFUSAL GRANTED TO OCTOBER 19, 2000 (THE COMPANY AND ACCORDINGLY"CONTRIBUTION AGREEMENT"), MAY NOT BE SOLDA COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY." "THE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDTRANSFER, ENCUMBEREDPLEDGE, ENCUMBRANCE, OR OTHER DISPOSITION OF THE SHARES EVIDENCED BY THIS CERTIFICATE, OR ANY INTEREST IN ANY MANNER DISPOSED SAID SHARES, IS PROHIBITED EXCEPT AS PERMITTED BY THE TERMS OF EXCEPT THE CONTRIBUTION AGREEMENT. NO SUCH SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS MADE IN CONFORMITY ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER CONDITIONS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESCONTRIBUTION AGREEMENT."

Restrictive Legends. The stock certificates Subscriber is acquiring the Shares for all Purchased Shares shall be endorsed its own account and not with substantially a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Subscriber consents to the placement of the following restrictive legendslegend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES LAWSACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. WITHOUT SUCH REGISTRATIONEACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE CONDUCTED UNLESS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH IS RESTRICTED UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN SUBSCRIPTION AGREEMENT, DATED AS OF MARCH ___, 2012 (THE COMPANY AND ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)CORPORATION IS PARTY. A COPY OF SUCH THE SUBSCRIPTION AGREEMENT IS MAINTAINED AT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE COMPANYCORPORATION’S PRINCIPAL CORPORATE OFFICESRECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. The stock certificates Unless and until otherwise permitted by this Article IV, each certificate for all Purchased Shares the Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferees of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant and each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF OCTOBER 1, 2001 (THE "WARRANT AGREEMENT"), BETWEEN METROMEDIA FIBER NETWORK, INC., A DELAWARE CORPORATION (THE "ISSUER"), AND THE HOLDERS PARTY THERETO FROM TIME TO TIME AS MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH RESTRICTIONS HAVE LAPSED OR BEEN ACQUIRED FOR INVESTMENT FULFILLED, RELEASED OR WAIVED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE SOLDTRANSFERRED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS REGISTRATION OR QUALIFICATION PROVISIONS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY APPLICABLE FEDERAL AND THE REGISTERED HOLDER OF THE SHARES (STATE SECURITIES LAWS OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESAPPLICABLE EXEMPTIONS THEREFROM."

Restrictive Legends. The stock certificates for all Purchased Shares Each instrument evidencing Common Stock held by ------------------- the Stockholder shall contain or otherwise be endorsed imprinted with a suitable legend in substantially the following restrictive legendsform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND STATUTORY EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED ENCUMBERED, TRANSFERRED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERASSIGNED, EXCEPT UPON DELIVERY IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER; AND IN EACH CASE, ONLY IF THE COMPANY OF HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR THAT, AMONG OTHER MATTERS, SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF TRANSACTION COMPLIES WITH THE SECURITIES ACT, THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED, AND/OR AND ANY APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS CONTAINED IN THAT CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE STOCKHOLDER AGREEMENT BETWEEN THE COMPANY HOLDER OF THESE SHARES AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). COMPANY, DATED APRIL 12, 2001, A COPY OF SUCH AGREEMENT WHICH IS MAINTAINED AT AVAILABLE FROM THE COMPANY’S PRINCIPAL CORPORATE OFFICES.

Restrictive Legends. The stock certificates (a) Subject to the next succeeding paragraph and to Section 4.03, unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement or (ii) an Initial Certificate is exchanged for all Purchased Shares an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case as provided for in the Registration Rights Agreement, each Global Certificate and each Definitive Certificate shall be endorsed with substantially bear a legend to the following restrictive legendseffect (the “Restricted Legend”) on the face thereof, unless the Company and the Trustee determine otherwise consistent with applicable law: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE IS SUBJECT TO TRANSFER RESTRICTIONS. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATIONFOR SO LONG AS IT IS OUTSTANDING, SUCH SECURITIES THIS CERTIFICATE MAY NOT BE SOLDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO, PLEDGEDOR FOR THE ACCOUNT OR BENEFIT OF, HYPOTHECATED ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERTRANSFER THIS CERTIFICATE EXCEPT TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (3) AGREES THAT PRIOR TO SUCH TRANSFER, EXCEPT UPON DELIVERY IT WILL FURNISH TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TRUSTEE SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO THE COMPANY CONFIRM THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SUBMISSION REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (4) AGREES THAT IT WILL DELIVER TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY EACH PERSON TO THE COMPANY WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT THAT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER WILL NOT BE AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESFOREGOING RESTRICTIONS.

Restrictive Legends. The stock certificates for all Purchased Each certificate representing any Shares or Conversion Shares shall be endorsed with bear legends in substantially the following restrictive legendsform: THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF INCORPORATION. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, ASSIGNED EXCEPT UPON DELIVERY TO IN A TRANSACTION WHICH IS EXEMPT UNDER THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES 1933 ACT OF 1933, AS AMENDED, AND/OR ANY APPLICABLE STATE SECURITIES LAWS AND/LAWS, OR ANY RULE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR REGULATION PROMULGATED THEREUNDERIN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS RESTRICTED BY AND SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS PROVISIONS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER DATED AS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). FEBRUARY 14, 2002, A COPY OF SUCH AGREEMENT WHICH IS MAINTAINED AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S OF THE COMPANY’S PRINCIPAL CORPORATE OFFICES. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE COMPANY.

Restrictive Legends. The stock certificates for all Purchased Shares All Applicable Certificates issued pursuant to the Agreement shall be endorsed with substantially bear a legend to the following restrictive legends: THE SECURITIES REPRESENTED BY effect (the “Restricted Legend”): THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY ACT); (2) AGREES THAT IT WILL NOT BE SOLD, PLEDGED, HYPOTHECATED RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY A NOTICE SUBSTANTIALLY TO THE EFFECT THAT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER WILL NOT BE AND SUBMIT SUCH FORM TO THE PASS THROUGH TRUSTEE. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESFOREGOING RESTRICTIONS.

Restrictive Legends. The stock Founder agrees to the imprinting, so long as required by law, of a legend on certificates for representing all Purchased of the Shares shall be endorsed with substantially or the Conversion Stock to the following restrictive legendseffect: "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 THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, DISPOSED OF EXCEPT UPON DELIVERY PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EFFECTIVE REGISTRATION IS NOT REQUIRED FOR STATEMENT UNDER SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR AND APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR REGULATION PROMULGATED THEREUNDERSUCH LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS A SHAREHOLDERS AGREEMENT DATED AS OF MAY 18, 1998 AS MAY BE AMENDED FROM TIME TO TIME, AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, TRANSFERRED, ENCUMBERED, HYPOTHECATED OR IN ANY MANNER OTHERWISE DISPOSED OF EXCEPT IN CONFORMITY ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE SUCH AGREEMENT. SUCH AGREEMENT BETWEEN MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AND A COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE REGISTERED HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE SHARES (COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSHAREHOLDER."

Restrictive Legends. The stock certificates for all Purchased Shares Each certificate representing any of the Securities shall be endorsed with bear substantially the following restrictive legendslegend (in addition to any legends required under applicable securities laws). In the Case of All Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAWSACT"). WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERUNLESS SUCH SALE, EXCEPT UPON DELIVERY TO TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS AND QUALIFICATION ARE NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF REQUIRED. THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS OTHER RESTRICTIONS, AND RIGHTS THE HOLDER OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH FUTURE HOLDERS) IS BOUND BY THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE REGISTERED HOLDER COMPANY (COPIES OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT WHICH MAY BE OBTAINED FROM THE COMPANY’S PRINCIPAL CORPORATE OFFICES).

Restrictive Legends. The (a) Each certificate representing shares of Common Stock and Preferred Stock or any other securities issued in respect of such Common Stock and Preferred Stock upon any stock certificates for all Purchased Shares split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 6.2 be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend required under applicable state securities laws) now or hereafter owned by the Common Holders or Preferred Holders shall be endorsed with substantially the following restrictive legends: THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT BY AND BETWEEN THE CORPORATION AND THE STOCKHOLDERS OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON REQUEST TO THE SECRETARY OF THE CORPORATION. THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES LAWSHAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF STATE OR OTHER JURISDICTION OR THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION AN EXEMPTION THEREFROM IS NOT REQUIRED FOR AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IS IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND/OF ANY STATE OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESOTHER JURISDICTION.

Restrictive Legends. The stock certificates All Initial Certificates issued pursuant to this Agreement for all Purchased Shares resale pursuant to Rule 144A (including any Global Certificate issued upon registration of transfer, in exchange for or in lieu of such Certificates) or issued pursuant to Section 3.05(b) in exchange for interests in a Restricted Global Certificate shall be endorsed with substantially "Restricted Certificates" and shall bear a legend to the following restrictive legendseffect (the "Restricted Legend") unless the Company and the Trustee determine otherwise consistent with applicable law: THE SECURITIES REPRESENTED BY "THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBEREDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN ANY MANNER DISPOSED OF EXCEPT THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN CONFORMITY RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE COMPANY AND THE REGISTERED HOLDER LATER OF THE SHARES (ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE PREDECESSOR LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY CONTINENTAL AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO CONTINENTAL AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN INTEREST COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE COMPANY’S PRINCIPAL CORPORATE OFFICES.SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION 30

Restrictive Legends. The stock certificates Subscriber is acquiring the Shares for all Purchased Shares shall be endorsed its own account and not with substantially a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Subscriber consents to the placement of the following restrictive legendslegend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES LAWSACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. WITHOUT SUCH REGISTRATIONEACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE CONDUCTED UNLESS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH IS RESTRICTED UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN SUBSCRIPTION AGREEMENT, DATED AS OF MAY ___, 2012 (THE COMPANY AND ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)CORPORATION IS PARTY. A COPY OF SUCH THE SUBSCRIPTION AGREEMENT IS MAINTAINED AT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE COMPANYCORPORATION’S PRINCIPAL CORPORATE OFFICESRECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. The stock certificates for all Purchased Shares Each certificate representing any of the Securities shall be endorsed with bear substantially the following restrictive legendslegends (in addition to any legends required under applicable securities laws). In the Case of All Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAWSACT"). WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVERUNLESS SUCH SALE, EXCEPT UPON DELIVERY TO TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS AND QUALIFICATION ARE NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF REQUIRED. THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS OTHER RESTRICTIONS, AND RIGHTS THE HOLDER OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH FUTURE HOLDERS) IS BOUND BY THE TERMS OF A STOCK UNIT PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE REGISTERED HOLDER COMPANY (COPIES OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT WHICH MAY BE OBTAINED FROM THE COMPANY’S PRINCIPAL CORPORATE OFFICES.)

Restrictive Legends. The stock certificates for all Purchased Renovation Shareholder acknowledges that the certificate(s) representing the Renovation Shareholder’s pro rata portion of the Kerrisdale Shares shall be endorsed with each conspicuously set forth on the face or back thereof a legend in substantially the following restrictive legendsform, corresponding to the stockholder’s status as set forth in Section 3.4 and the signature pages hereto: THE REGULATION D LEGEND: “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THEY MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE COMPANY OF SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR REQUIRED.” REGULATION S LEGEND: “THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL SHARES REPRESENTED HEREBY HAVE NOT BE IN VIOLATION OF BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (“SECURITIES ACT”), AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, ENCUMBEREDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSECURITIES ACT.”

Restrictive Legends. The stock certificates for all Purchased Dynamic Ally Shareholder acknowledges that the certificate(s) representing the Dynamic Ally Shareholder’s pro rata portion of the Pubco Shares shall be endorsed with each conspicuously set forth on the face or back thereof a legend in substantially the following restrictive legendsform, corresponding to the stockholder’s status as set forth in Section 3.4 and the signature pages hereto: REGULATION D LEGEND: “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 PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” SHARE EXCHANGE AGREEMENT REGULATION S LEGEND: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO IN ACCORDANCE WITH THE COMPANY PROVISIONS OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR CONDUCTED UNLESS IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSECURITIES ACT.”

Restrictive Legends. The stock certificates for all Purchased Each certificate representing any of the Shares shall be endorsed with bear legends substantially in the following restrictive legendsform: THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF CAPITAL STOCK. THE CORPORATION SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE CORPORATION SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES REPRESENTED OF THE CORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT AND SUCH LAWS. WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED AT DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT AND ANY TIME WHATSOEVERAPPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE COMPANY OF CORPORATION RESERVES THE RIGHT PRIOR TO ANY SUCH TRANSACTION TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION IT WITH RESPECT TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES FOREGOING RESTRICTIONS. The legend set forth immediately above and any applicable stop transfer orders shall be removed, and the Company shall issue certificates without such legend, with respect to any of such securities with respect to which the Company has received an opinion from counsel to the applicable holder, in form and substance and from counsel reasonably satisfactory to the Company (OR THE PREDECESSOR IN INTEREST TO THE SHARESwhich opinion shall be in addition to any opinion required to be provided pursuant to Section 3.2.1.4), to the effect that the subsequent transfer or other disposition of such securities shall not require registration under the Securities Act. A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESThe Company, at its discretion, may cause a stop transfer order to be placed with its transfer agent with respect to the securities represented by certificates that include the legend set forth immediately above.

Restrictive Legends. The It is understood that each certificate representing the Shares and the Additional Shares and any other securities issued in respect of the Shares or the Additional Shares upon any stock certificates for all Purchased Shares split, stock dividend, recapitalization, merger or similar event shall be endorsed stamped or otherwise imprinted with a legend substantially in the following restrictive legendsform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. WITHOUT SUCH REGISTRATION, SUCH INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER WILL NOT BE OR RESALE IS IN VIOLATION COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES ACT REPRESENTED HEREBY IS ALSO SUBJECT TO COMPLIANCE WITH TERMS AND CONDITIONS OF 1933THAT CERTAIN STOCKHOLDERS AGREEMENT, AS AMENDEDSUPPLEMENTED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MODIFIED AND AMENDED FROM TIME TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLYTIME, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN AMONG THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). STOCKHOLDERS SIGNATORY THERETO, A COPY OF SUCH WHICH AGREEMENT IS MAINTAINED AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY’S PRINCIPAL CORPORATE OFFICES.

Restrictive Legends. The stock certificates for all Purchased (a) Each certificate representing the Holdings Shares delivered to Buyer pursuant to this Agreement, shall (unless otherwise permitted by the provisions of this Section 13.11) be endorsed stamped or otherwise imprinted with legends in substantially the following restrictive legends: form to the extent applicable (in addition to any legend(s) required under any applicable stockholders or other agreement or applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES LAWSHAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT UNLESS (1) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN EITHER CASE, SATISFACTORY TO THE COMPANY CORPORATION, THAT REGISTRATION AN EXEMPTION THEREFROM IS NOT REQUIRED FOR AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER AND/IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF JURISDICTION. THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE ENTITLED TO CERTAIN RIGHTS AND SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLYSET FORTH IN A STOCKHOLDERS AGREEMENT, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER 54 49 DATED AS OF THE SHARES (OR THE PREDECESSOR IN INTEREST DATE THAT THIS CERTIFICATE WAS ORIGINALLY ISSUED. HOLDINGS SHALL FURNISH WITHOUT CHARGE TO THE SHARES). EACH SECURITY HOLDER WHO SO REQUESTS A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSTOCKHOLDERS AGREEMENT. Buyer consents to Holdings' making a notation on its records and giving instructions to any transfer agent of the Holdings Shares in order to implement the restrictions on transfer described in this Section 13.11.

Restrictive Legends. The stock certificates for all Purchased Shares (a) Each certificate evidencing shares of SII Common Stock to be issued to the Continuing Holders (and the shares of Surviving Corporation Common Stock into which such shares of SII Common Stock will be converted) shall be endorsed with substantially contain the following restrictive legendslegend: "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, AND THE RULES AND REGULATIONS THEREUNDER (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES STATE; AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO IN THE COMPANY ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO EFFECTIVE REGISTRATION STATEMENT FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER SHARES UNDER THE ACT, AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF , IF APPLICABLE, THE SECURITIES ACT LAWS OF 1933ANY STATE OR AN EXEMPTION THEREFROM." "BY ITS ACCEPTANCE HEREOF, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT FOR ITS OWN ACCOUNT AND AGREES TO CERTAIN TRANSFER RESTRICTIONS COMPLY IN ALL RESPECTS WITH APPLICABLE SECURITIES LAWS AND CERTAIN REPURCHASE RIGHTS THE PROVISIONS OF THE AMENDED AND RIGHTS RESTATED CONTRIBUTION AND PARTICIPATION AGREEMENT DATED AS OF FIRST REFUSAL GRANTED TO DECEMBER 1, 2000 (THE COMPANY AND ACCORDINGLY"CONTRIBUTION AGREEMENT"), MAY NOT BE SOLDA COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY." "THE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDTRANSFER, ENCUMBEREDPLEDGE, ENCUMBRANCE, OR OTHER DISPOSITION OF THE SHARES EVIDENCED BY THIS CERTIFICATE, OR ANY INTEREST IN ANY MANNER DISPOSED SAID SHARES, IS PROHIBITED EXCEPT AS PERMITTED BY THE TERMS OF EXCEPT THE CONTRIBUTION AGREEMENT. NO SUCH SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS MADE IN CONFORMITY ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER CONDITIONS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESCONTRIBUTION AGREEMENT."

Restrictive Legends. The stock certificates for all Purchased Shares Standby Purchasers understand and agree that the Securities will bear a legend substantially similar to the legend set forth below in addition to any other legend that may be required by applicable law or by any agreement between the Company and any of the Standby Purchasers. The legend may be removed pursuant to Section 10(a)(iii) and Section 10(a)(iv) as provided above. The legend shall be endorsed with substantially removed upon the following restrictive legends: effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. 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 REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY (A) PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EFFECTIVE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. PROVIDED THAT AT THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE COMPANY ISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND ACCORDINGLY, SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBEREDSOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR IN ANY MANNER DISPOSED (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES1933, AS AMENDED.

Restrictive Legends. (1) The stock certificates for all Purchased Shares shall be endorsed with Buyer acknowledges and agrees that the Securities may bear a restrictive legend in substantially the following restrictive legends: form (and a stop-transfer order may be placed against transfer of the Securities): [NEITHER] THIS SECURITY [NOR THE SECURITIES REPRESENTED BY INTO WHICH THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE “SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDEDACT”), AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND , ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBEREDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN ANY MANNER DISPOSED A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF EXCEPT THE SECURITIES ACT AND IN CONFORMITY ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TERMS TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF A STOCK PURCHASE AGREEMENT BETWEEN WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED HOLDER OF BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SHARES (SECURITIES ACT OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF OTHER LOAN SECURED BY SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESSECURITIES.

Restrictive Legends. The stock certificates for all Purchased Shares certificate representing the Stock shall be endorsed with bear legends in substantially the following restrictive legendsform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND WERE ORIGINALLY ISSUED ON , 200 , HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLDSOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.” “THE RIGHT TO SELL, PLEDGED, HYPOTHECATED TRANSFER OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY DISPOSE OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF PLEDGE THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND SET FORTH IN A CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)STOCKHOLDERS’ AGREEMENT. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT IS MAINTAINED ON FILE AT THE COMPANYCORPORATION’S PRINCIPAL CORPORATE OFFICESPLACE OF BUSINESS.” “THE BYLAWS OF THE CORPORATION PROHIBIT (I) PERSONS WHO ARE MARKET PARTICIPANTS WITH RESPECT TO TRANSLINK TRANSMISSION COMPANY, LLC (“TRANSLINK”) (INCLUDING MEMBERS OF TRANSLINK AND THEIR AFFILIATES, COLLECTIVELY, “RESTRICTED PERSONS”) FROM HAVING THE ABILITY, BY CONTRACT OR OTHERWISE, TO DIRECT THE EXERCISE OF VOTING RIGHTS OF (COLLECTIVELY “VOTING”) MORE THAN 4.99% OF THE OUTSTANDING CLASS A COMMON STOCK OF THE CORPORATION DURING THE FIVE YEAR PERIOD AFTER THE OPERATIONS DATE, (II) CERTAIN CLASSES OF MARKET PARTICIPANTS DESCRIBED IN THE CORPORATION’S BYLAWS FROM VOTING IN THE AGGREGATE MORE THAN 15% OF THE OUTSTANDING CLASS A COMMON STOCK OF THE CORPORATION DURING SUCH FIVE YEAR PERIOD, (III) ANY RESTRICTED PERSON FROM VOTING ANY CLASS A COMMON STOCK OF THE CORPORATION AFTER THE DATE THAT IS FIVE YEARS FROM THE OPERATION’S DATE WITHOUT PRIOR FERC APPROVAL, (IV) ANY RESTRICTED PERSON THAT OWNS CLASS B COMMON STOCK FROM VOTING FOR IN EXCESS OF 4.99% OF THE TOTAL NUMBER OF DIRECTORS OF THE CORPORATION, (V) A CLASS OF MARKET PARTICIPANTS THAT OWNS CLASS B COMMON STOCK FROM VOTING FOR IN EXCESS OF 15% OF THE TOTAL NUMBER OF DIRECTORS OF THE CORPORATION, AND (VI) ANY RESTRICTED PERSON FROM OWNING, DIRECTLY OR INDIRECTLY, ANY CLASS C COMMON STOCK OF THE CORPORATION. ANY TRANSFER OR ATTEMPTED OR PURPORTED TRANSFER OF ANY SHARES OF CAPITAL STOCK OF THE CORPORATION IN VIOLATION OF THE FOREGOING PROHIBITION IS VOID, AND ANY PERSON WHO HOLDS CAPITAL STOCK OF THE CORPORATION IN VIOLATION OF THE FOREGOING PROHIBITION WILL FORFEIT SUCH PERSON’S RIGHT TO RECEIVE DIVIDENDS AND TO VOTE WITH RESPECT TO SUCH CAPITAL STOCK. REFERENCE IS HEREBY MADE TO THE CORPORATION’S CERTIFICATE OF INCORPORATION AND BYLAWS FOR THE SPECIFIC TERMS OF THE PROHIBITION.

Restrictive Legends. The Each certificate evidencing the Shares which the Investor may acquire hereunder and any other securities issued upon any stock certificates split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the counsel for all Purchased Shares the Corporation) shall be endorsed imprinted with one or more legends substantially in the following restrictive legendsform: 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, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE HOLDER OF THESE SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY OF SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY COMPANY) TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/(OR APPLICABLE QUALIFICATION UNDER STATE SECURITIES LAWS AND/LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR ANY RULE OR REGULATION PROMULGATED THEREUNDERQUALIFIED). THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND SERIES WILL BE PROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON WRITTEN REQUEST. THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS TO WHICH ANY TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCK PURCHASE AGREEMENT, DATED AS OF FIRST REFUSAL GRANTED TO JANUARY 20, 2000. NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED UNLESS ACCOMPANIED BY EVIDENCE OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS OF A STOCK PURCHASE SUCH AGREEMENT BETWEEN AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN SUCH AGREEMENT. THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). WILL MAIL A COPY OF SUCH AGREEMENT IS MAINTAINED AT TO THE HOLDER HEREOF WITHOUT CHARGE UPON THE COMPANY’S PRINCIPAL CORPORATE OFFICES'S RECEIPT OF A WRITTEN REQUEST THEREFOR. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.

Restrictive Legends. The stock certificates (i) Unless and until otherwise permitted by this Section 3, each certificate for all Purchased Warrant Shares issued to you or your nominee, or to any subsequent transferee of such certificate, shall be endorsed stamped or otherwise imprinted with a legend in substantially the following restrictive legendsform: "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, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND THUS MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY DISPOSED OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE UNLESS AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO VALUERICH, INC., A DELAWARE CORPORATION (THE "CORPORATION"), IS OBTAINED TO THE EFFECT THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FURTHER, SUCH TRANSFER IS SUBJECT TO THE CONDITIONS SPECIFIED IN A WARRANT DATED AS OF ___________,200__ PURSUANT TO WHICH SUCH SHARES WERE ISSUED AND SOLD OR OTHERWISE TRANSFERRED BY THE CORPORATION, A COPY OF WHICH WARRANT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE CORPORATION. A COPY OF SUCH WARRANT WILL BE FURNISHED BY THE CORPORATION TO THE HOLDER HEREOF UPON REQUEST AND WITHOUT CHARGE. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN SUCH WARRANT, THE CORPORATION HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR ALL OR PART OF THE NUMBER OF SHARES EVIDENCED HEREBY, AS THE CASE MAY BE, REGISTERED IN THE NAME OF SUCH HOLDER OR DESIGNATED NOMINEE." In the case where this Warrant was issued and is held pursuant to Regulation S under the Securities Act, each certificate for Warrant Shares issued to you or your nominee, or to any subsequent transferee of such certificate, shall also be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OF FIRST REFUSAL GRANTED TO 1933, AS AMENDED. ANY TRANSFER OF THE COMPANY AND ACCORDINGLY, MAY SECURITIES REPRESENTED BY THIS CERTIFICATE WHICH IS NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN REGULATION S SHALL BE VOID AND MAY BE SET ASIDE BY THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESCORPORATION.

Restrictive Legends. The Each certificate for the Restricted Securities and any shares of capital stock certificates received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for all Purchased Shares any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of this Agreement) be endorsed stamped or otherwise imprinted with legends in substantially the following restrictive legendsform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AMENDED OR THE SECURITIES ACTS OF ANY STATE SECURITIES LAWSTHEREOF. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY IN THE UNITED STATES OR TO A UNITED STATES CITIZEN IN THE COMPANY ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY ACCEPTABLE TO TELEBASE SYSTEMS, INC. AND IN ACCEPTABLE FORM AND SUBSTANCE THAT AN EXEMPTION THEREFROM IS AVAILABLE UNDER SAID ACTS. THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR OBLIGATIONS OF THE SUBMISSION TO THE COMPANY HOLDER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE SECURITIES IN VIOLATION RESPECT OF THE SECURITIES ACT ELECTION OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE DIRECTORS ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS AND CONDITIONS OF A STOCK PURCHASE AN AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT BETWEEN DATED JULY 30, 1988 AMONG TELEBASE SYSTEMS, INC. AND OTHER SIGNATORIES THERETO. COPEX XX SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY RECORD OF SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL CORPORATE OFFICES.THIS

Restrictive Legends. The stock certificates for all Purchased In addition to the restrictions set forth in Section 4.12, no Preferred Shares or Shares may be transferred without registration under the Securities Act and applicable state securities laws unless counsel to the Company shall advise the Company that such transfer may be endorsed with effected without such registration. Each certificate representing any of the foregoing shall bear legends in substantially the following restrictive legendsform: THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE REDEEMABLE AS PROVIDED IN THE CERTIFICATE OF DESIGNATION AND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S CLASS A COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF DESIGNATION. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, ASSIGNED EXCEPT UPON DELIVERY TO IN A TRANSACTION WHICH IS EXEMPT UNDER THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES 1933 ACT OF 1933, AS AMENDED, AND/OR ANY APPLICABLE STATE SECURITIES LAWS AND/LAWS, OR ANY RULE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR REGULATION PROMULGATED THEREUNDERIN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS RESTRICTED BY AND SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS PROVISIONS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER DATED AS OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). AUGUST 30, 1999, A COPY OF SUCH AGREEMENT WHICH IS MAINTAINED AVAILABLE UPON REQUEST FOR INSPECTION AT THE COMPANY’S PRINCIPAL CORPORATE OFFICESOFFICE'S OF THE CORPORATION. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE CORPORATION.

Restrictive Legends. The Each certificate evidencing the Securities which the Investor may acquire hereunder or under the Note and any other securities issued upon any stock certificates split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the counsel for all Purchased Shares the Corporation) shall be endorsed imprinted with one or more legends substantially in the following restrictive legendsform: 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, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. WITHOUT SUCH REGISTRATIONOTHER THAN IN CONNECTION WITH TRANSFERS TO AFFILIATES (AS DEFINED IN THE SHAREHOLDERS' AGREEMENT DATED AS OF JUNE 1, SUCH SECURITIES 1999 AMONG PARTIES INCLUDING THE ORIGINAL HOLDER HEREOF AND THE COMPANY (THE "SHAREHOLDERS' AGREEMENT")), THE HOLDER OF THESE SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY OF SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY COMPANY) TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/(OR APPLICABLE QUALIFICATION UNDER STATE SECURITIES LAWS AND/LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR ANY RULE OR REGULATION PROMULGATED THEREUNDERQUALIFIED). THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND SERIES WILL BE PROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON WRITTEN REQUEST. THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE ON VOTING RIGHTS AND RIGHTS OBLIGATIONS, TO WHICH ANY TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF FIRST REFUSAL GRANTED TO JUNE 1, 1999. NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED UNLESS ACCOMPANIED BY EVIDENCE OF EXCEPT IN CONFORMITY COMPLIANCE WITH THE TERMS OF A STOCK PURCHASE SUCH AGREEMENT BETWEEN AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN SUCH AGREEMENT. THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). WILL MAIL A COPY OF SUCH AGREEMENT IS MAINTAINED AT TO THE HOLDER HEREOF WITHOUT CHARGE UPON THE COMPANY’S PRINCIPAL CORPORATE OFFICES'S RECEIPT OF A WRITTEN REQUEST THEREFOR. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.

Restrictive Legends. The stock certificates Subscriber is acquiring the Shares for all Purchased Shares shall be endorsed its own account and not with substantially a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Subscriber consents to the placement of the following restrictive legendslegend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES LAWSACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. WITHOUT SUCH REGISTRATIONEACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE CONDUCTED UNLESS IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH IS RESTRICTED UNDER THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN SUBSCRIPTION AGREEMENT, DATED AS OF FEBRUARY ___, 2011 (THE COMPANY AND ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES)CORPORATION IS PARTY. A COPY OF SUCH THE SUBSCRIPTION AGREEMENT IS MAINTAINED AT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE COMPANYCORPORATION’S PRINCIPAL CORPORATE OFFICESRECEIPT OF A WRITTEN REQUEST THEREFOR.”