Common use of Stock Certificate Legend Clause in Contracts

Stock Certificate Legend. Each stock certificate for Shares issued to the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock certificate for Shares issued to the Optionee Employee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legendslegend, in addition to any other legend or legends deemed required or appropriate by counsel for the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCK OPTION BONUS AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION BONUS AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS THE CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION BONUS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION BONUS AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock certificate for Shares issued to the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF NOVEMBER 19, 2010, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH AND THE TERMS THEREOF (THE “STOCKHOLDERS AGREEMENT”).” (b) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOFUPON WRITTEN REQUEST.” In addition, certificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTAll Stockholders shall be bound by the requirements of such legends. Upon a Registration of any shares of Common Stock, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYthe certificate representing the registered shares shall be replaced, OR ANY INTEREST THEREINat the expense of the Company, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legends required by clauses (a) and (b) of this Section 9.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to the Optionee representing shares of Common Stock owned by any Stockholder shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of bear the following legends: First Legend: "THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION UNDER REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT UNLESS (A) THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED." Second Legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND PROVISIONS OF THE STOCK OPTION AGREEMENTA STOCKHOLDERS AGREEMENT (AS SUCH AGREEMENT MAY BE SUPPLEMENTED, MODIFIED, AMENDED OR RESTATED FROM TIME TO TIME) A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE STOCKHOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY. UNLESS A MAJORITY SUCH STOCKHOLDERS AGREEMENT, PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SECURITIES EVIDENCED BY THIS CERTIFICATE AND THAT SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL MAY BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS PURCHASE BY THE COMPANY OR CERTAIN OF ITS STOCKHOLDERS UPON THE OCCURRENCE OF CERTAIN EVENTS. ANY ISSUANCE, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE PARTIES SHARES EVIDENCED BY THIS CERTIFICATE TO PERSONS WHO ARE NOT A PARTY TO SUCH STOCK OPTION STOCKHOLDERS AGREEMENT AS THEREIN SET FORTHSHALL BE NULL AND VOID." Each Stockholder shall be bound by the requirements of such legends to the extent that such legends are applicable. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYUpon request of a Stockholder, OR ANY INTEREST THEREINthe Company shall remove the first Legend from the certificate or issue to such Stockholder a replacement certificate without the First Legend if, OR TO RECEIVE ANY CONSIDERATION THEREFORwith such request, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIAthe Company shall have received an opinion of counsel to such Stockholder reasonably acceptable to the Company to the effect that such legend is no longer necessary under the Securities Act. Upon the Company achieving Qualified Public Company Status, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESall certificates representing shares of Common Stock shall be replaced, at the expense of the Company, with certificates not bearing the Second Legend required by this Section 7.1 and, in connection with shares to be sold pursuant to a registered public offering, the certificates representing such shares shall be replaced, at the expense of the Company, with certificates not bearing either of the legends required by this Section 7.1.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (i) THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT AND SUCH LAWS." (ii) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS STOCKHOLDERS' AGREEMENT OF THE STOCK OPTION ISSUER DATED AS OF NOVEMBER 5, 2003 (THE "STOCKHOLDERS' AGREEMENT"), A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS, IN THE OPINION OF COUNSEL TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE HOLDER HEREOF FORM AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE SUBSTANCE OF SUCH STOCK OPTION OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE STOCKHOLDERS' AGREEMENT." In addition, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTHcertificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESAll Stockholders shall be bound by the requirements of such legends.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AMENDED AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION RESTATED STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock 4.1 Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of Parent and kept with the records of Parent. Any certificate representing Shares now held or hereafter acquired by any Stockholder shall, for Shares issued to the Optionee shall have conspicuously writtenas long as this Agreement is effective, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AMONG TRW AUTOMOTIVE HOLDINGS CORP. (THE "COMPANY") AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Party shall, for as long as this Agreement is effective, bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUM BRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION SHAREHOLDERS' AGREEMENT, DATED AS OF JANUARY 28, 2000 (THE "SHAREHOLDERS' AGREEMENT"), [AND BY THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 28, 2000 (THE "REGISTRATION RIGHTS AGREEMENT"), EACH OF WHICH IS]*/ AMONG PARAGON TRADE BRANDS, INC., PTB ACQUISITION COMPANY, LLC, CO- INVESTMENT PARTNERS, L.P., ONTARIO TEACHERS PENSION PLAN BOARD AND CERTAIN INDIVIDUALS, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF SHAREHOLDERS' AGREEMENT [AND THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION REGISTRATION RIGHTS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES].*

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Capital Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF NOVEMBER 30, 2006 (THE “STOCKHOLDERS AGREEMENT”).” (b) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOFUPON WRITTEN REQUEST.” In addition, certificates representing shares of Capital Stock owned by residents of certain states shall bear any legends required by the laws of such states. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTAll Stockholders shall be bound by the requirements of such legends. Upon a Registration of any shares of Capital Stock, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYthe certificate representing the registered shares shall be replaced, OR ANY INTEREST THEREINat the expense of the Company, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legends required by clauses (a) and (b) of this Section 8.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, DATED ____________, BETWEEN EXE TECHNOLOGIES, INC. (THE "COMPANY") AND THE STOCKHOLDER NAMED XXXXXXX, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO DXXXX PET CARE ENTERPRISES, INC. (THE “ISSUER”), SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF OCTOBER 24, 2005 (THE “STOCKHOLDERS AGREEMENT”).” (b) “THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS AS SPECIFIED IN THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST.” (c) “THE ISSUER WILL FURNISH WITHOUT CHARGE TO SECURE ANY OBLIGATION EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.” In addition, certificates representing shares of Class B Common Stock shall bear upon their face the following legend: “THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, AN IRREVOCABLE PROXY AND OTHER CONDITIONS AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE HOLDER HEREOF. EVERY CREDITOR OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTSHARES UPON WRITTEN REQUEST.” In addition, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTHcertificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYAll Stockholders shall be bound by the requirements of such legends. Upon a Registration of any shares of Common Stock, OR ANY INTEREST THEREINthe certificate representing the registered shares shall be replaced, OR TO RECEIVE ANY CONSIDERATION THEREFORat the expense of the Company, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legends required by clauses (a) and (b) of this Section 9.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock (or other securities convertible or exchangeable into Common Stock) now held or hereafter acquired by any Stockholder shall, for as long as this Agreement is effective, bear legends substantially in the following legendsforms: THE SHARES SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THIS SECURITY OR ANY INTEREST HEREIN (EACH A "TRANSFER") IS RESTRICTED BY THE TERMS OF THE STOCKHOLDERS' AGREEMENT, DATED JANUARY 2, 2002, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH STOCKHOLDERS' AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. SUCH SHARES THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO NEVADA GAMING LAWS AND ALL LOCAL GAMING LAWS AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER TRANSFERRED EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES PURSUANT TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESLAWS.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Shareholders shall bear upon its face the following legends: legends in addition to any legends required by applicable state law: (a) THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDER AGREEMENT, DATED AS OF _______ __, 1997. (b) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN A STOCKHOLDER AGREEMENT ENTERED INTO AS OF THE STOCK OPTION AGREEMENTTH DAY OF_____, A COPY 1997, COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOFUPON WRITTEN REQUEST." All Shareholders shall be bound by the requirements of such legends to the extent that such legends are applicable. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTUpon a Registration of any shares of Common Stock, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYthe certificates representing such shares shall be replaced, OR ANY INTEREST THEREINat the expense of the Company, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legend required by Section 8(a).

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT OF THE ISSUER, DATED AS OF March 4, 1997 (THE "STOCKHOLDERS AGREEMENT")." (b) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST." (c) THE ISSUER WILL FURNISH WITHOUT CHARGE TO SECURE ANY OBLIGATION EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE HOLDER HEREOF. EVERY CREDITOR EACH CLASS OR SERIES OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.SHARES

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (i) THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT AND SUCH LAWS.". (ii) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS STOCKHOLDERS' AGREEMENT OF THE STOCK OPTION ISSUER DATED AS OF , 1999 (THE "STOCKHOLDERS' AGREEMENT"), A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS, IN THE OPINION OF COUNSEL TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE HOLDER HEREOF FORM AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE SUBSTANCE OF SUCH STOCK OPTION OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE STOCKHOLDERS' AGREEMENT. " (iii) THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND ANY ACQUISITION RELATIVE, PARTICIPATING, OPTIONAL OR PURPORTED ACQUISITION OTHER SPECIAL RIGHTS OF THIS CERTIFICATE EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED AND THE SHARES HEREBY EVIDENCED QUALIFICATIONS, LIMITATIONS OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS RESTRICTIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTHPREFERENCES AND/OR RIGHTS." In addition, certificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESAll Stockholders shall be bound by the requirements of such legends.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to of the Optionee Stockholders agrees that the following two legends shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference be placed on the face thereof, one or both certificates representing any shares of the following legendsCompany Stock owned by them: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN A STOCKHOLDERS AGREEMENT (THE “STOCKHOLDERS AGREEMENT”) DATED AS OF SEPTEMBER 28, 2001 (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF CELLU PAPER HOLDINGS, INC. (TOGETHER WITH ITS SUCCESSORS, THE “COMPANY”) AND WHICH WILL BE FURNISHED WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19331933 AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, AS AMENDEDTHE “SECURITIES LAWS”) OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND MAY NOT COUNSEL SHALL BE TRANSFERRED IN REASONABLY SATISFACTORY TO THE ABSENCE OF REGISTRATION THEREUNDER COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR AN APPLICABLE EXEMPTION OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS PROVISIONS OF THE STOCK OPTION AGREEMENTSECURITIES LAWS.” All Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a Registration of any shares of Company Stock, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENTthe certificate representing such shares shall be replaced, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGEat the expense of the Company, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates bearing only the first of the two legends referred to above.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Stockholders shall bear upon its face the following (or similar) legends: , as appropriate: (a) THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF JANUARY 27, 2005 (THE "STOCKHOLDERS AGREEMENT")." (b) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOFUPON WRITTEN REQUEST." In addition, certificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTAll Stockholders shall be bound by the requirements of all such legends. On the Registration Date, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYthe certificate representing the distributed shares shall be replaced, OR ANY INTEREST THEREINat the expense of the Company, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legends required by clauses (a) and (b) of this Section 10.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall ------------------------ be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, DATED MAY __, 1999, AMONG XXXXXXXXXX.XXX, INC., VIRGIN HOLDINGS, INC. AND THE OTHER STOCKHOLDERS LISTED ON SCHEDULE I THERETO. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE SUCH AGREEMENT, TOGETHER WITH A COPY OF THE COMPANY. UNLESS A MAJORITY EXPRESS TERMS OF THE MEMBERS SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE BOARD OF DIRECTORS CONSENTCOMPANY IS AUTHORIZED TO ISSUE, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE RECORD HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORCERTIFICATE, WITHOUT THE PRIOR CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESREQUEST THEREFOR.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate issued on or after the date hereof representing Shares now held or hereafter acquired by any Stockholder shall, for as long as this Agreement is effective, bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF OCTOBER 31, 1997 (THE "STOCKHOLDERS AGREEMENT"), AMONG KMC TELECOM HOLDINGS, INC., NASSAU CAPITAL PARTNERS L.P., NAS PARTNERS I L.L.C., XXXXXX X. XXXXXX, KMC TELECOMMUNICATIONS L.P., GENERAL ELECTRIC CAPITAL CORPORATION, CORESTATES HOLDINGS, INC. AND AT&T CREDIT CORPORATION, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER [6~ THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY OF AND UNTIL THE MEMBERS OF TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE TERMS OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed ------------------------ with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF OFFERED AND SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED JULY 15, 1996, AMONG LHS GROUP HOLDING CORPORATION, GENERAL ATLANTIC PARTNERS 23, L.P., GENERAL ATLANTIC PARTNERS 31, L.P., GAP COINVESTMENT PARTNERS, L.P., AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED (THE "ACT"), AS AMENDED, AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED JANUARY __, 1998, AMONG ECLIPSYS CORPORATION, PARTNERS HEALTHCARE SYSTEM, INC., GENERAL ATLANTIC PARTNERS 47, L.P., GENERAL ATLANTIC PARTNERS 38, L.P., GENERAL ATLANTIC PARTNERS 28, L.P., GAP COINVESTMENT PARTNERS, L.P, HARVXX X. XXXXXX, XXLFAM LTD., ALLTEL INFORMATION SERVICES, INC., FIRST UNION CORPORATION, BT INVESTMENT PARTNERS, INC., BREAX XXXXXX ASSOCIATES IHS L.P., GERAXX XXXXXXXXXX, XX. PAUL XXXTURE CAPITAL IV, L.L.C., PETEX XXXXXXXX, XX., THE KAUFXXX XXXCKHOLDERS (AS DEFINED THEREIN) AND MOTOROLA, INC., A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall, for as long as this Agreement is effective, bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION STOCKHOLDERS' AGREEMENT, DATED AS OF NOVEMBER 14, 2000 (THE "STOCKHOLDERS' AGREEMENT"), AMONG TRAVELCENTERS OF AMERICA, INC. (THE "COMPANY"), OAK HILL CAPITAL PARTNERS, L.P., OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P. AND CERTAIN OTHER PARTIES, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION STOCKHOLDERS' AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock 4.1 Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of Parent and kept with the records of Parent. Any certificate representing Shares now held or hereafter acquired by any Stockholder shall, for Shares issued to the Optionee shall have conspicuously writtenas long as this Agreement is effective, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AS AMENDED AND RESTATED ON JANUARY 21, 2004 AND JANUARY 28, 2004, AMONG TRW AUTOMOTIVE HOLDINGS CORP. (THE "COMPANY") AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to of the Optionee Shareholders agrees that the following two legends shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference be placed on the face thereof, one or both certificates representing any shares of the following legendsCompany Stock owned by them: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN A SHAREHOLDERS AGREEMENT DATED AS OF ___________, 1997 (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF AMERICAN BUMPER & MFG. CO. (TOGETHER WITH ITS SUCCESSORS, THE "COMPANY") AND WHICH WILL BE MAILED TO A SHAREHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH SHAREHOLDER). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19331933 AND THE RULES AND REGULATIONS IN EFFECT 41 THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS (SUCH FEDERAL AND STATE LAWS, AS AMENDEDTHE "SECURITIES LAWS") OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND MAY NOT COUNSEL SHALL BE TRANSFERRED IN REASONABLY SATISFACTORY TO THE ABSENCE OF REGISTRATION THEREUNDER COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR AN APPLICABLE EXEMPTION OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS PROVISIONS OF THE STOCK OPTION AGREEMENTSECURITIES LAWS." All Shareholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a Registration of any shares of Company Stock, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENTthe certificate representing such shares shall be replaced, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGEat the expense of the Company, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates bearing only the first of the two legends referred to above.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Securityholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE SECURITYHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE SECURITYHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF FEBRUARY 7, 2003 (THE "SECURITYHOLDERS AGREEMENT")." (b) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS OF THE STOCK OPTION SECURITYHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOFUPON WRITTEN REQUEST." In addition, certificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTAll Securityholders shall be bound by the requirements of such legends. Upon a Registration of any shares of Common Stock or, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYif any shares of Common Stock of any Securityholder can be sold pursuant to Rule 144(k) under the Securities Act, OR ANY INTEREST THEREINthe certificate representing the registered shares shall be replaced, OR TO RECEIVE ANY CONSIDERATION THEREFORat the expense of the Company, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legends required by clauses (a) and (b) of this Section 12.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to of the Optionee Shareholders agrees that the following two legends shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference be placed on the face thereof, one or both certificates representing any shares of the following legendsCompany Stock owned by them: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 23, 1998 (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF FINANCIAL PACIFIC COMPANY (TOGETHER WITH ITS SUCCESSORS, THE -67- "COMPANY") AND WHICH WILL BE MAILED TO A SHAREHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH SHAREHOLDER). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, (a) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19331933 AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS (SUCH FEDERAL AND STATE LAWS, AS AMENDEDTHE "SECURITIES LAWS") OR (b) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE SHAREHOLDER, WHICH OPINION AND MAY NOT COUNSEL SHALL BE TRANSFERRED IN REASONABLY SATISFACTORY TO THE ABSENCE OF REGISTRATION THEREUNDER COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR AN APPLICABLE EXEMPTION OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTTHE SECURITIES LAWS." All Shareholders shall be bound by the requirements of such legends to the extent that such legends are applicable. SUCH SHARES MAY NOT BE SOLDUpon a Registration of any shares of Company Stock, ASSIGNEDthe certificate representing such shares shall be replaced, TRANSFERREDat the expense of the Company, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates bearing only the first of the two legends referred to above.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to of the Optionee Stockholders agrees that the following two legends shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference be placed on the face thereof, one or both certificates representing any shares of the following legendsCompany Stock owned by them: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN A STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY 14, 1997 (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF HCC INDUSTRIES INC. (TOGETHER WITH ITS SUCCESSORS, THE “COMPANY”) AND WHICH WILL BE MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH STOCKHOLDER). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19331933 AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, AS AMENDEDTHE “SECURITIES LAWS”) OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND MAY NOT COUNSEL SHALL BE TRANSFERRED IN REASONABLY SATISFACTORY TO THE ABSENCE OF REGISTRATION THEREUNDER COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR AN APPLICABLE EXEMPTION OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS PROVISIONS OF THE STOCK OPTION AGREEMENTSECURITIES LAWS.” All Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a Registration of any shares of Company Stock, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENTthe certificate representing such shares shall be replaced, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGEat the expense of the Company, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates bearing only the first of the two legends referred to above.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of Mtel LATAM and kept with the records of Mtel LATAM. Each stock certificate for Shares issued to of the Optionee Stockholders agrees that the following legends shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference be placed on the face thereof, one or both certificates representing any shares of the following legendsCompany Stock owned by them: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN A STOCKHOLDERS AND EXCHANGE RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 19, 1996 (THE "STOCKHOLDERS AGREEMENT"), COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF MTEL LATIN AMERICA, INC. ("MTEL LATAM") AND WHICH WILL BE FURNISHED WITHOUT CHARGE TO A STOCKHOLDER UPON WRITTEN REQUEST THEREFOR FROM SUCH STOCKHOLDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19331933 AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS (SUCH FEDERAL AND STATE LAWS, AS AMENDEDTHE "SECURITIES LAWS") OR (B) IF MTEL LATAM HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND MAY NOT COUNSEL SHALL BE TRANSFERRED IN REASONABLY SATISFACTORY TO MTEL LATAM, TO THE ABSENCE OF REGISTRATION THEREUNDER EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR AN APPLICABLE EXEMPTION OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS PROVISIONS OF SUCH ACTTHE SECURITIES LAWS." In addition, the following legend shall be added to the certificates representing Common Stock: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO MANDATORY EXCHANGE RIGHTS, PURSUANT TO WHICH THESE SECURITIES WILL BE EXCHANGED FOR COMMON STOCK OF MOBILE TELECOMMUNICATION TECHNOLOGIES CORP. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCKHOLDERS AGREEMENT. TRANSFEREES ACQUIRING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MUST AS A CONDITION TO SUCH TRANSFER ENTER INTO AN AGREEMENT WITH THE ISSUER AND ITS PARENT PURSUANT TO WHICH IT AGREES TO BE BOUND BY THE FOREGOING EXCHANGE RIGHTS. ANY PURPORTED TRANSFER NOT COMPLYING WITH THE FOREGOING SENTENCE SHALL BE NULL AND VOID." In addition, the following legend shall be added to the Purchaser's certificates representing Common Stock: "THE TOTAL AMOUNT OF CONSIDERATION TO BE PAID FOR THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS $13,000,000 AND THE AMOUNT PAID FOR SUCH SECURITIES WAS $5,000,000." In addition, the following legend shall be added to the certificates representing Preferred Stock: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO MANDATORY OBLIGATIONS TO EXCHANGE THESE SECURITIES IN EXCHANGE FOR COMMON STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT MOBILE TELECOMMUNICATION TECHNOLOGIES CORP. ("MTEL") IN ACCORDANCE WITH THE PRINCIPAL OFFICE TERMS OF THE COMPANYSTOCKHOLDERS AGREEMENT (INCLUDING THE MANDATORY OBLIGATION TO EXCHANGE THESE SECURITIES IN CERTAIN CIRCUMSTANCES IN EXCHANGE FOR COMMON STOCK OF MTEL IN THE EVENT THAT SHARES OF COMMON STOCK OF MTEL LATIN AMERICA, INC. UNLESS A MAJORITY OF ARE EXCHANGED FOR MTEL COMMON STOCK). TRANSFEREES ACQUIRING THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE SECURITIES REPRESENTED BY THIS CERTIFICATE OR MUST AS A CONDITION TO SUCH TRANSFER ENTER INTO AN AGREEMENT WITH THE SHARES HEREBY EVIDENCED OR ISSUER AND ITS PARENT PURSUANT TO WHICH IT AGREES TO BE BOUND BY THE FOREGOING EXCHANGE RIGHTS. ANY INTEREST THEREIN IS HEREBY NOTIFIED OF PURPORTED TRANSFER NOT COMPLYING WITH THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN FOREGOING SENTENCE SHALL BE SUBJECT TO ALL RIGHTS NULL AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESVOID." All Stockholders shall be bound by the requirements of such legends to the extent that such legends are

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Shareholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE SHAREHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF MAY 25, 2005 (THE “SHAREHOLDERS AGREEMENT”).” (b) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS OF THE STOCK OPTION SHAREHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOFUPON WRITTEN REQUEST.” In addition, certificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTAll Shareholders shall be bound by the requirements of such legends. Upon a Registration of any shares of Common Stock, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYthe certificate representing the registered shares shall be replaced, OR ANY INTEREST THEREINat the expense of the Company, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legends required by clauses (a) and (b) of this Section 8.

Stock Certificate Legend. Each stock certificate for Shares issued to the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, thereof or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: legend: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. . (ii) IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be ------------------------ filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends as required by any applicable state securities laws and substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY JURISDICTION OF THE --- UNITED STATES. THE SECURITIES MAY NOT BE TRANSFERRED IN EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE ABSENCE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF REGISTRATION THEREUNDER COUNSEL TO SYNAPSE GROUP, INC. (THE "COMPANY") OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH ACTLAWS. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF -------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 23, 2000 (THE "STOCKHOLDERS AGREEMENT"), AMONG THE COMPANY AND THE OTHER STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE STOCKHOLDERS AGREEMENT, TOGETHER WITH A COPY OF THE COMPANY. UNLESS A MAJORITY EXPRESS TERMS OF THE MEMBERS SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE BOARD OF DIRECTORS CONSENTCOMPANY IS AUTHORIZED TO ISSUE, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE RECORD HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORCERTIFICATE, WITHOUT THE PRIOR CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESREQUEST THEREFOR.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to of the Optionee Stockholders agrees that the following two legends shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference be placed on the face thereof, one or both certificates representing any shares of the following legendsCompany Stock owned by them: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN A STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY 14, 1997 (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF HCC INDUSTRIES INC. (TOGETHER WITH ITS SUCCESSORS, THE "COMPANY") AND WHICH WILL BE MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH STOCKHOLDER). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19331933 AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS (SUCH FEDERAL AND STATE LAWS, AS AMENDEDTHE "SECURITIES LAWS") OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND MAY NOT COUNSEL SHALL BE TRANSFERRED IN REASONABLY SATISFACTORY TO THE ABSENCE OF REGISTRATION THEREUNDER COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR AN APPLICABLE EXEMPTION OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS PROVISIONS OF THE STOCK OPTION AGREEMENTSECURITIES LAWS." All Stockholders shall be bound by the require- ments of such legends to the extent that such legends are applicable. Upon a Registration of any shares of Company Stock, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENTthe certificate representing such shares shall be replaced, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGEat the expense of the Company, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates bearing only the first of the two legends referred to above.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Shareholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE SHAREHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF APRIL 20, 2007 (THE “SHAREHOLDERS AGREEMENT”).” (b) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS OF THE STOCK OPTION SHAREHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOFUPON WRITTEN REQUEST.” In addition, certificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTAll Shareholders shall be bound by the requirements of such legends. Upon a Registration of any shares of Common Stock, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYthe certificate representing the registered shares shall be replaced, OR ANY INTEREST THEREINat the expense of the Company, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legends required by clauses (a) and (b) of this Section 9.

Stock Certificate Legend. Each stock certificate for representing the Preferred Shares and the Warrants, and, if appropriate, securities issued to the Optionee shall have conspicuously written, printed, typed or stamped upon the face conversion thereof, shall be stamped or upon the reverse thereof otherwise imprinted with a conspicuous reference on the face thereof, one or both of legend substantially in the following legends: THE SHARES form (in addition to any legend required by applicable state securities or "blue sky" laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, TRANSFERRED OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH UNLESS REGISTERED UNDER THE SECURITIES ACT AND SUBJECT TO THE TERMS UNDER APPLICABLE STATE SECURITIES LAWS OR STATSURE DIAGNOSTIC SYSTEMS, INC. SHALL HAVE RECEIVED AN OPINION OF THE STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE COUNSEL THAT REGISTRATION OF SUCH SHARES TO SECURE ANY OBLIGATION SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF THE HOLDER HEREOFAPPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTThe Company agrees to reissue certificates representing any of the Conversion Shares and the Warrant Shares, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTHwithout the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYSuch proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, OR ANY INTEREST THEREINto the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, OR TO RECEIVE ANY CONSIDERATION THEREFOR(ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA(iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESor (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect and such request is in connection with a sale), the Company shall cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser's Prime Broker with the Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement) provided that the Company and the Company's transfer agent are participating in DTC through the DWAC system.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Common Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF OFFERED AND SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 30, 2013 (THE “STOCKHOLDERS AGREEMENT”), BY AND AMONG DSW GROUP, INC. AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to of the Optionee Shareholders agrees that the following two legends shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference be placed on the face thereof, one or both certificates representing any shares of the following legendsCompany Stock owned by them: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN A SHAREHOLDERS AGREEMENT DATED AS OF APRIL 4, 2000 (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF MOBILE STORAGE GROUP, INC. (TOGETHER WITH ITS SUCCESSORS, THE "COMPANY") AND WHICH WILL BE MAILED TO A SHAREHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH SHAREHOLDER). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19331933 AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS (SUCH FEDERAL AND STATE LAWS, AS AMENDEDTHE "SECURITIES LAWS") OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE SHAREHOLDER, WHICH OPINION AND MAY NOT COUNSEL SHALL BE TRANSFERRED IN REASONABLY SATISFACTORY TO THE ABSENCE OF REGISTRATION THEREUNDER COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR AN APPLICABLE EXEMPTION OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTTHE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLDAll Shareholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a Registration of any shares of Company Stock, ASSIGNEDthe certificate representing such shares shall be replaced, TRANSFERREDat the expense of the Company, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates bearing only the first of the two legends referred to above.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AMENDED AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION RESTATED STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF JANUARY 27, 2005 (THE “STOCKHOLDERS AGREEMENT”).” (b) “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS AS SPECIFIED IN THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST.” (c) “THE ISSUER WILL FURNISH WITHOUT CHARGE TO SECURE ANY OBLIGATION EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED AND THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING QUALIFICATIONS, LIMITATIONS OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE RESTRICTIONS OF SUCH STOCK OPTION AGREEMENTPREFERENCES AND/OR RIGHTS.” In addition, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTHcertificates representing shares of Capital Stock owned by residents of certain states shall bear any legends required by the laws of such states. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYAll Stockholders shall be bound by the requirements of such legends. Upon a Registration of any shares of Common Stock, OR ANY INTEREST THEREINthe certificate representing the registered shares shall be replaced, OR TO RECEIVE ANY CONSIDERATION THEREFORat the expense of the Company, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legends required by clauses (a) and (b) of this Section 8.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO DXXXX PET CARE COMPANY (THE “ISSUER”), SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE VOTING AGREEMENT OF THE ISSUER, DATED AS OF OCTOBER 24, 2005 (THE “VOTING AGREEMENT”).” (b) “THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS AS SPECIFIED IN THE VOTING AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST.” (c) “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 OR SERIES OF SHARES AUTHORIZED TO BE ISSUED AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.” In addition, certificates representing shares of Class B Common Stock issued to any Person other than DPCE shall bear upon their face the following legend: “THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT TO DXXXX PET CARE ENTERPRISES, INC. OR WITH DXXXX PET CARE ENTERPRISES, INC.’S CONSENT, AND, IN ACCORDANCE WITH AND EACH SUCH CASE, ONLY SUBJECT TO THE TERMS OF AND CONDITIONS SPECIFIED IN THE STOCK OPTION VOTING AGREEMENT. IN ADDITION, THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, AN IRREVOCABLE PROXY AND OTHER CONDITIONS AS SPECIFIED IN THE VOTING AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOFUPON WRITTEN REQUEST.” In addition, certificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESAll Stockholders shall be bound by the requirements of such legends.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to of the Optionee Stockholders agrees that the following two legends shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference be placed on the face thereof, one or both of the following legendscertificates representing any Company Shares owned by them: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN A STOCKHOLDERS AGREEMENT DATED AS OF [•], 2008 (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF NDS GROUP LIMITED (TOGETHER WITH ITS SUCCESSORS, THE “COMPANY”) AND WHICH WILL BE MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH STOCKHOLDER). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT, INCLUDING IN THE CASE OF ANY HOLDER OF THIS CERTIFICATE THAT IS A TRANSFEREE OF ANY MEMBER OF THE INVESTOR GROUP, AGREEING TO BE BOUND BY THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN SECTION 10.2 OF SUCH STOCKHOLDERS AGREEMENT TO THE SAME EXTENT AS IF SUCH HOLDER WERE A MEMBER OF THE INVESTOR GROUP. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19331933 AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, AS AMENDEDTHE “SECURITIES LAWS”) OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND MAY NOT COUNSEL SHALL BE TRANSFERRED IN REASONABLY SATISFACTORY TO THE ABSENCE OF REGISTRATION THEREUNDER COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR AN APPLICABLE EXEMPTION OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS PROVISIONS OF SUCH ACTTHE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT WITHOUT LIMITATION TO THE TERMS FOREGOING, ANY TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE STOCK OPTION AGREEMENT, SECURITIES REPRESENTED BY THIS CERTIFICATE WHICH COULD REASONABLY BE LIKELY TO CAUSE THE COMPANY TO BE TREATED AS A COPY “CONTROLLED FOREIGN CORPORATION” WITHIN THE MEANING OF WHICH IS ON FILE AT SECTION 957 OF THE PRINCIPAL OFFICE CODE SHALL BE VOID AB INITIO AND OF NO EFFECT.” All Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. In addition the share certificates in respect of the Additional Ordinary Shares shall include the following additional legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ADDITIONAL ORDINARY SHARES FOR THE PURPOSES OF THE STOCKHOLDERS AGREEMENT AND THE ARTICLES OF ASSOCIATION OF THE COMPANY”. UNLESS A MAJORITY In addition, the share certificates in respect of the Mandatory Ordinary Shares shall include the following additional legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE MANDATORY ORDINARY SHARES FOR THE PURPOSES OF THE MEMBERS STOCKHOLDERS AGREEMENT AND THE ARTICLES OF ASSOCIATION OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESCOMPANY”.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of each of IX, Holdco and the Company and kept with the records of each of IX, Holdco and the Company. Each stock certificate representing Equity Interests now held or hereafter acquired by any Equity Holder shall, for Shares issued to the Optionee shall have conspicuously writtenas long as this Agreement is effective, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER TRANS FERRED EXCEPT PURSUANT TO AN EFFECTIVE REGIS TRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION MASTER INVESTORS RIGHTS AGREEMENT, DATED OCTOBER 18, 1999, AMONG THE COMPANY AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF MASTER INVESTORS RIGHTS AGREEMENT. THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE COMPANY WILL MAIL A COPY OF SUCH SHARES AGREEMENT TO SECURE ANY OBLIGATION OF THE RECORD HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORCERTIFICATE, WITHOUT THE PRIOR CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESREQUEST THEREFOR.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Common Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (i) “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT AND SUCH LAWS.” (ii) “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS STOCKHOLDERS’ AGREEMENT OF THE STOCK OPTION ISSUER DATED AS OF NOVEMBER 5, 2003 (THE “STOCKHOLDERS’ AGREEMENT”), A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS, IN THE OPINION OF COUNSEL TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE HOLDER HEREOF FORM AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE SUBSTANCE OF SUCH STOCK OPTION OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE STOCKHOLDERS’ AGREEMENT.” In addition, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTHcertificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESAll Stockholders shall be bound by the requirements of such legends.

Stock Certificate Legend. Each stock certificate for Shares issued to 6.1 A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT, DATED JULY 30, 2004, AMONG THE COMPANY AND THE OTHER PERSONS NAMED THEREIN, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF STOCKHOLDERS AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION REGISTRATION RIGHTS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock certificate for Shares issued to the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF 8 of 17 REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be ------------------------ filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends as required by any applicable state securities laws and substantially in the following legendsforms: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES --- LAWS OF ANY JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE TRANSFERRED IN EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE ABSENCE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF REGISTRATION THEREUNDER COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLDTHE SALE, ASSIGNEDASSIGNMENT, TRANSFERREDHYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHERWISE DISPOSED OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO OF THE SECURITIES -------- REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 12, 2000, AMONG SYNAPSE GROUP, INC. AND THE OTHER STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE SUCH AGREEMENT, TOGETHER WITH A COPY OF THE COMPANY. UNLESS A MAJORITY EXPRESS TERMS OF THE MEMBERS SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE BOARD OF DIRECTORS CONSENTCOMPANY IS AUTHORIZED TO ISSUE, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE RECORD HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORCERTIFICATE, WITHOUT THE PRIOR CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESREQUEST THEREFOR.

Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each stock certificate for Shares issued to representing shares of Capital Stock owned by the Optionee Stockholders shall have conspicuously written, printed, typed or stamped bear upon the its face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: , as appropriate: (a) “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDPLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN ANY MANNER EXCEPT THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN ACCORDANCE COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF NOVEMBER , 2006 (THE “STOCKHOLDERS AGREEMENT”).” (b) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, A COPY COPIES OF WHICH IS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE HOLDER OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOFUPON WRITTEN REQUEST.” In addition, certificates representing shares of Capital Stock owned by residents of certain states shall bear any legends required by the laws of such states. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENTAll Stockholders shall be bound by the requirements of such legends. Upon a Registration of any shares of Capital Stock, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYthe certificate representing the registered shares shall be replaced, OR ANY INTEREST THEREINat the expense of the Company, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULESwith certificates not bearing the legends required by clauses (a) and (b) of this Section 8.

Stock Certificate Legend. Each stock certificate for Shares issued to A copy of this Agreement shall be filed with the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both Secretary of the Company and kept with the records of the Company. Each certificate representing Common Stock now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following legendsforms: THE SHARES REPRESENTED THIS SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN ISSUED WITHOUT REGISTRATION REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN UNLESS REGISTERED WITH THE ABSENCE SECURITIES AND EXCHANGE COMMISSION OF REGISTRATION THEREUNDER THE UNITED STATES AND THE SECURITIES REGULATORY AUTHORITIES OF APPLICABLE STATES OR UNLESS AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY (OR SUCH OTHER EVIDENCE AS IS REASONABLY ACCEPTABLE TO THE COMPANY) THAT SUCH REGISTRATION REQUIREMENTS IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED ANY OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK OPTION STOCKHOLDERS AGREEMENT, DATED JUNE 1, 2010, BY AND AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY. COMPANY UNLESS A MAJORITY AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION STOCKHOLDERS AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.