Common use of Stock Certificate Legends Clause in Contracts

Stock Certificate Legends. The certificates representing the ------------------------- Shares shall bear the following legends: (i) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS 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 COMPANY, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states.

Stock Certificate Legends. The certificates representing Each stock certificate delivered by Parent to a stockholder of Acquired Corp (an "Acquired Corp Stockholder") whose address in the ------------------------- Shares shall bear books and records of Acquired Corp is in the United States will be imprinted with legends substantially in the following legends: (i) forms: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND REPRESENTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. Each stock certificate delivered by Parent to an Acquired Corp Stockholder whose address is other than in the United States will be imprinted with legends substantially in the following forms: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFEREDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, SOLDU.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, ASSIGNEDTHE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, PLEDGED(2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, HYPOTHECATED SELL OR OTHERWISE DISPOSED TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF UNLESS THE ORIGINAL ISSUE DATE HEREOF AND UNTIL REGISTERED THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY APPLICABLE STATE DISTRIBUTION IN VIOLATION OF THE SECURITIES LAWS ACT OR UNLESS (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE SURVIVING CORPORATION'S RIGHTS PRIOR TO ANY SUCH OFFER, SALESALE OR TRANSFER PURSUANT TO CLAUSES (C), ASSIGNMENT(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, PLEDGE, HYPOTHECATION, TRANSFER CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT INFORMATION SATISFACTORY TO THE SURVIVING CORPORATION AND IN THE CASE OF THE FOREGOING CLAUSE (D), A CERTIFICATE OF TRANSFER (A FORM OF WHICH MAY BE OBTAINED FROM REGISTRATION OR IS OTHERWISE THE SURVIVING CORPORATION) COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE SURVIVING CORPORATION. HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY MAY NOT BE CONDUCTED BY THE HOLDER HEREOF UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. AS USED HEREIN, SUCH LAWS THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE STOCKHOLDERS' AGREEMENT OF MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE COMPANY, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT")SECURITIES ACT. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states.

Stock Certificate Legends. The certificates representing the Shares ------------------------- Shares being purchased by the Purchaser hereunder shall bear the following legends: (i) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS 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' FIRST AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF THE COMPANY, DATED AS OF APRIL 304, 19961997, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states.

Stock Certificate Legends. The All certificates representing any of the ------------------------- Shares shall bear contain the following legends: (i) : "THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT MAY BE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION." "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED 1933 OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR LAWS OR UNLESS AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH OFFERREGISTRATION IS NOT REQUIRED." "THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES OF SHARES OR DIFFERENT SERIES WITHIN A CLASS. THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, SALEPREFERENCES, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE STOCKHOLDERS' AGREEMENT VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE COMPANY, DATED AS BOARD OF APRIL 30, 1996, AS DIRECTORS IS AUTHORIZED TO DETERMINE THE SAME SHALL BE AMENDED FROM TIME TO TIME (RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERAND TRANSFERABLE ONLY UPON COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED IN ARTICLE VII OF THE COMPANY'S BYLAWS, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES COPY OF WHICH ARE IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUESTCORPORATION. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states."

Stock Certificate Legends. The certificates representing the Shares ------------------------- Shares being purchased by the Purchaser hereunder shall bear the following legends: (i) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS 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' FIRST AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF THE COMPANY, DATED AS OF APRIL 304, 1996, 1997 AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states.

Stock Certificate Legends. The certificates representing share certificate evidencing the ------------------------- Shares issued hereunder shall bear be endorsed with the following legends: (ia) THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND OR QUALIFIED UNDER THE LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR SUCH QUALIFICATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR SIMILAR RULE OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND UNTIL REGISTERED UNDER THE PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. (b) THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A REPURCHASE OPTION HELD BY THE CORPORATION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR UNLESS SUCH OFFERIN ANY MANNER DISPOSED OF, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE EXCEPT IN COMPLIANCE WITH THE ACT, SUCH LAWS TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE STOCKHOLDERS' AGREEMENT REGISTERED HOLDER OF THE COMPANY, DATED AS SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE SECRETARY OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME CORPORATION WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO TIME (THE "STOCKHOLDERS AGREEMENT")HOLDER HEREOF WITHOUT CHARGE. (iic) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERA MARKET STAND-OFF AGREEMENT IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE CORPORATION AND THE ORIGINAL HOLDER OF THESE SECURITIES, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES COPY OF WHICH ARE IS ON FILE AT WITH THE OFFICE SECRETARY OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 RIGHTSCORPORATION. In addition, certificates representing Shares owned by residents of certain states shall bear any legends Any legend required by the laws of such statesany applicable state securities laws.

Stock Certificate Legends. The certificates A copy of this Agreement shall be ------------------------- filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the ------------------------- Shares Stockholders shall bear upon its face the following legends, as appropriate: (ia) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS UNLESS, IN 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 COMPANYISSUER, DATED AS OF APRIL 30JULY 31, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME 1997 (THE "STOCKHOLDERS STOCKHOLDERS' AGREEMENT")." (iib) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT TRANSFER AND OTHER CONDITIONS AND RESTRICTIONSCONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS STOCKHOLDERS' AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER HOLDER OF SUCH SHARES UPON WRITTEN REQUEST." In addition, each certificate representing shares of Common Stock owned by MJD Partners shall bear upon its face the following legends until such time as MJD Partners' indemnification obligation under the Stock Purchase Agreement shall have ended: (iiic) THE COMPANY SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CANCELLATION IN ACCORDANCE WITH ARTICLE XI OF THE STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 6, 1997, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE ISSUER AND WILL FURNISH BE FURNISHED WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS HOLDER OF SUCH PREFERENCES AND OR RIGHTS. SHARES UPON WRITTEN REQUEST." In addition, certificates representing Shares shares of Common Stock owned by any permitted transferees who are residents of certain states shall bear any legends required by the laws of such states. Each Stockholder shall be bound by the requirements of such legends. Upon a Registration of any shares of Common Stock, the certificate representing the registered shares shall be replaced, at the expense of the Company, with certificates not bearing the legends required by Sections 12(a), 12(b) and 12(c).

Stock Certificate Legends. The certificates A copy of this Agreement shall be filed ------------------------- with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Stock owned by the ------------------------- Shares Stockholders shall bear the following legends: (i) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE --- OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS 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 AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT OF THE COMPANY, DATED AS OF APRIL 30JUNE 8, 19961999 (THE "STOCKHOLDERS' AGREEMENT"), AS THE SAME SHALL ------------------------ MAY BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT")TIME. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS STOCKHOLDERS' AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 shares of Stock owned by residents of certain states shall bear any legends required by the laws of such states. 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 Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legends required by this Section 10(i) and (ii). Upon the closing of a Qualified Public Offering, certificates representing shares of Stock shall be replaced, at the expense of the Company, with certificates not bearing the legends required by Section 10(ii) or the applicable portions of Section 10(i).

Stock Certificate Legends. The certificates A copy of this Institutional Stockholders' Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing any shares of Class C Common Stock owned by the ------------------------- Shares Institutional Stockholder shall bear the following legends: (i) : "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS UNLESS, IN 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 INSTITUTIONAL STOCKHOLDERS' AGREEMENT OF THE COMPANYAGREEMENT, DATED AS OF APRIL 30JANUARY [ ], 19962000, AS AMONG THE SAME SHALL BE AMENDED FROM TIME TO TIME ISSUER AND CERTAIN STOCKHOLDERS OF THE ISSUER (THE "STOCKHOLDERS AGREEMENT"). (ii) " "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT TRANSFER AND OTHER CONDITIONS AND RESTRICTIONSCONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES . A COPY OF WHICH ARE THE STOCKHOLDERS AGREEMENT IS ON FILE AT THE OFFICE OF THE COMPANY ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER HOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) " "THE COMPANY 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 AND/OR RIGHTS. ." In addition, such certificates representing Shares owned by residents of certain states shall will bear any such legends as may be required by the laws of such statesany state securities laws.

Stock Certificate Legends. The certificates Each certificate representing the ------------------------- Shares shall bear have the following legends: (i) legends stamped or imprinted thereon: THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY UNDER APPLICABLE STATE SECURITIES LAWS LAWS, UNLESS THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE LEGALLY SOLD OR UNLESS SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT DISTRIBUTED PURSUANT TO EXEMPTIONS FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH UNDER THE ACT, SUCH LAWS AND THE STOCKHOLDERS' AGREEMENT SECURITIES ACT OF THE COMPANY, DATED AS OF APRIL 30, 19961933, AS AMENDED, AND WITHOUT REGISTRATION UNDER THEN APPLICABLE STATE AND FEDERAL LAWS. THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERTRANSFER CONTAINED IN A SHAREHOLDERS AGREEMENT, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONSDATED AS OF JULY 2, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT1996, COPIES OF WHICH ARE MAY BE OBTAINED FROM THE ISSUER OR FROM THE HOLDER OF THIS CERTIFICATE, AS WELL AS THE RIGHTS OF CERTAIN PERSONS UNDER SUCH SHAREHOLDERS AGREEMENT TO PURCHASE SUCH SECURITIES ON FILE AT THE OFFICE TERMS AND CONDITIONS SET FORTH THEREIN. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE STOCKHOLDER TERMS OF SUCH SHARES UPON WRITTEN REQUESTSHAREHOLDERS AGREEMENT. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states.

Stock Certificate Legends. The certificates representing Each share certificate evidencing the ------------------------- Shares Restricted Stock issued hereunder shall bear be endorsed with the following legends: (i) a. THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS AND UNTIL REGISTERED (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS LAWS, OR UNLESS (2) AN EXEMPTION FROM SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS EXISTS AND THE STOCKHOLDERS' AGREEMENT COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, DATED AS OF APRIL 30THAT SUCH SECURITIES MAY BE OFFERED, 1996SOLD, AS PLEDGED, ASSIGNED OR TRANSFERRED IN THE SAME SHALL BE AMENDED FROM TIME TO TIME (MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE "STOCKHOLDERS AGREEMENT")ACT OR APPLICABLE STATE SECURITIES LAWS. (ii) b. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERTRANSFERABLE ONLY IN ACCORDANCE WITH SECTION 8 OF THE LI3 ENERGY, INC. 2009 EQUITY INCENTIVE PLAN, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES COPY OF WHICH ARE IS ON FILE AT WITH, AND AVAILABLE FROM, THE OFFICE SECRETARY OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUESTCOMPANY. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends c. Any legend required by the laws of such statesany applicable state securities laws.

Stock Certificate Legends. The Except as provided below, all certificates representing the ------------------------- Shares evidencing shares of Common Stock subject to this Agreement shall bear the following legends: (i) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER : “THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS 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 COMPANY, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS AND TO CERTAIN OBLIGATIONS AND RESTRICTIONS ON TRANSFERWITH RESPECT TO TRANSFER AND PURCHASE AS SET FORTH IN THAT CERTAIN AMENDED RESTATED STOCKHOLDER AGREEMENT DATED AS OF SEPTEMBER 27, 2019 (AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME), A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES COPY OF WHICH ARE ON FILE AT MAY BE OBTAINED FROM THE OFFICE ISSUER WITHOUT CHARGE. THE STOCKHOLDER AGREEMENT ALSO PROVIDES THAT, UPON THE TRANSFER OF THE COMPANY SECURITIES EVIDENCED BY THIS CERTIFICATE, CERTAIN OF THESE RIGHTS, OBLIGATIONS AND WILL RESTRICTIONS MAY CONTINUE TO BE FURNISHED WITHOUT CHARGE TO BINDING ON THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) TRANSFEREE. THE COMPANY CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES OF SHARES AUTHORIZED TO BE ISSUED THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND AND/OR RIGHTS. In additionWITHOUT LIMITATION OF THE FOREGOING, THE TRANSFER AND OWNERSHIP OF COMMON STOCK AND SERIES A COMMON STOCK ARE SUBJECT TO NUMEROUS RESTRICTIONS AS SET FORTH IN THE CORPORATION’S CERTIFICATE OF INCORPORATION (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME).” At any time after the Termination Date, the Company shall have the right, but not the obligation, to remove the foregoing legend from certificates representing Shares owned by residents evidencing shares of certain states shall bear any legends required by Common Stock if the laws of Company determines, in its sole discretion, that such stateslegend is no longer necessary or advisable to ensure compliance with this Agreement.

Stock Certificate Legends. The certificates representing Each stock certificate delivered by Parent to a stockholder of Acquired Corp (an "Acquired Corp Stockholder") whose address in the ------------------------- Shares shall bear books and records of Acquired Corp is in the United States will be imprinted with legends substantially in the following legends: (i) form: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND REPRESENTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. Each stock certificate delivered by Parent to an Acquired Corp Stockholder whose address is other than in the United States will be imprinted with legends substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFEREDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, SOLDU.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, ASSIGNEDTHE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, PLEDGED(2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, HYPOTHECATED SELL OR OTHERWISE DISPOSED TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF UNLESS THE ORIGINAL ISSUE DATE HEREOF AND UNTIL REGISTERED THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY APPLICABLE STATE DISTRIBUTION IN VIOLATION OF THE SECURITIES LAWS ACT OR UNLESS (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE SURVIVING CORPORATION'S RIGHTS PRIOR TO ANY SUCH OFFER, SALESALE OR TRANSFER PURSUANT TO CLAUSES (C), ASSIGNMENT(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, PLEDGE, HYPOTHECATION, TRANSFER CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT INFORMATION SATISFACTORY TO THE SURVIVING CORPORATION AND IN THE CASE OF THE FOREGOING CLAUSE (D), A CERTIFICATE OF TRANSFER (A FORM OF WHICH MAY BE OBTAINED FROM REGISTRATION OR IS OTHERWISE THE SURVIVING CORPORATION) COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE SURVIVING CORPORATION. HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY MAY NOT BE CONDUCTED BY THE HOLDER HEREOF UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. AS USED HEREIN, SUCH LAWS THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE STOCKHOLDERS' AGREEMENT OF MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE COMPANY, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT")SECURITIES ACT. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states.

Stock Certificate Legends. The certificates (a) Each certificate representing the ------------------------- Manchester Shares shall bear be stamped or otherwise imprinted with legends substantially in the following legends: form (i) in addition to any legend required by applicable state securities or "blue sky" laws): THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED EXCEPT (1)(A) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR ANOTHER THEN AVAILABLE EXEMPTION UNDER THE ACT AND STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND WHEREIN MANCHESTER INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED, OR UNLESS (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH OFFERTRANSFER); AND (2) PRIOR TO ANY SUCH TRANSFER, SALEIT WILL FURNISH TO MANCHESTER INC. AND THE TRANSFER AGENT FOR THE COMMON STOCK SUCH CERTIFICATIONS, ASSIGNMENTLEGAL OPINIONS, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION INFORMATION AS MANCHESTER INC. OR SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS EXEMPT FROM BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT OR STATE SECURITIES LAWS; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITIES EVIDENCED HEREBY IS OTHERWISE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS' AGREEMENT OF THE COMPANY, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT"). (b) The Parent agrees to reissue certificates representing any of the Manchester Shares without the legend set forth above if at such time, prior to making any transfer of any such Manchester Shares, such holder thereof shall give written notice to the Parent describing the manner and terms of such transfer and removal as the Parent may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Parent has received an opinion of counsel reasonably satisfactory to the Parent, to the effect that the registration of the Manchester Shares under the Securities Act is not required in connection with such proposed transfer; (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. a registration statement under the Securities Act covering such proposed disposition has been filed by the Parent with the Commission and has become effective under the Securities Act; (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERSthe Parent has received other evidence reasonably satisfactory to the Parent that such registration and qualification under the Securities Act and state securities laws are not required; or (iv) the holder provides the Parent with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Parent has received an opinion of counsel reasonably satisfactory to the Parent, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 RIGHTSto 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 Parent will respond to any such notice from a holder within five (5) business days. In additionthe case of any proposed transfer under this section, the Parent 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 Parent. The restrictions on transfer contained in this section 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 Manchester Shares is required to be issued to a Seller without a legend, in lieu of delivering physical certificates representing the Manchester Shares, provided the Parent's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Parent shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Manchester Shares owned to a Seller by residents of certain states shall bear any legends required by crediting the laws account of such statesSeller's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system (to the extent not inconsistent with any provisions of this Agreement).

Stock Certificate Legends. The certificates A copy of this Agreement shall be ------------------------- filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock issued after the ------------------------- Shares date hereof shall bear upon its face the following legends, as appropriate: (ia) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS UNLESS, IN 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 AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT OF THE COMPANYISSUER, DATED AS OF APRIL 30SEPTEMBER 29, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME 1995 (THE "STOCKHOLDERS STOCKHOLDERS' AGREEMENT")." (iib) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT TRANSFER AND OTHER CONDITIONS AND RESTRICTIONSCONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS STOCKHOLDERS' AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER HOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 shares of Common Stock owned by any permitted transferees who are residents of certain states shall bear any legends required by the laws of such states. Each Stockholder shall be bound by the requirements of such legends. Upon a Registration of any shares of Common Stock, the certificate representing the registered shares shall be replaced, at the expense of the Company, with certificates not bearing the legends required by Sections 10(a) and 10(b).

Stock Certificate Legends. The certificates A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing the ------------------------- Shares owned by the Stockholders shall bear upon its face the following legends, as appropriate: (ia) “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS UNLESS, IN 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' STOCKHOLDERS AGREEMENT OF THE COMPANYISSUER, DATED AS OF APRIL 30August 28, 19962012, AS THE SAME SHALL BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF (THE "“STOCKHOLDERS AGREEMENT"”).” (iib) “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT TRANSFER AND OTHER CONDITIONS AND RESTRICTIONSCONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER HOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS” All Stockholders shall be bound by the requirements of such legends. Upon a Registration of any shares of Capital Stock, DESIGNATIONSthe certificate representing the registered shares shall be replaced, PREFERENCES AND RELATIVEat the expense of the Company, PARTICIPATING, OPTIONAL 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, with certificates representing Shares owned by residents of certain states shall bear any not bearing the legends required by the laws of such statesSection 5(a).

Stock Certificate Legends. The certificates representing Each certificate delivered on or after the ------------------------- date hereof evidencing the Eligible Shares and the Conversion Shares, and each certificate for any such securities issued to subsequent transferees of any such certificate shall bear be stamped or otherwise imprinted with a legend in substantially the following legends: form (i) in additional to any legend required under applicable state securities laws): THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY UNDER APPLICABLE STATE SECURITIES LAWS LAW, UNLESS THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE LEGALLY SOLD OR UNLESS SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT DISTRIBUTED PURSUANT TO EXEMPTION FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH UNDER THE ACT, SUCH LAWS AND THE STOCKHOLDERS' AGREEMENT SECURITIES ACT OF THE COMPANY, DATED AS OF APRIL 30, 19961933, AS AMENDED, AND WITHOUT REGISTRATION UNDER THEN APPLICABLE STATE AND FEDERAL LAWS. THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO RESTRICTIONS CERTAIN RESTRICTION ON TRANSFER, A VOTING TRANSFER CONTAINED IN AN AGREEMENT BETWEEN THE ISSUER AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENTSTOCKHOLDER, COPIES OF WHICH ARE MAY BE OBTAINED FROM THE ISSUER OR FROM THE HOLDER OF THIS CERTIFICATE. NO TRANSFER OF SUCH SECURITIES SHALL BE MADE ON FILE AT THE OFFICE BOOKS OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE STOCKHOLDER TERMS OF SUCH SHARES UPON WRITTEN REQUESTAGREEMENT. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states.

Stock Certificate Legends. The certificates A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares owned by the ------------------------- Shares Stockholders shall bear upon its face the following legends, as appropriate: (ia) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS UNLESS, IN 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 COMPANYISSUER, DATED AS OF APRIL 30JANUARY [__], 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME 2000 (THE "STOCKHOLDERS STOCKHOLDERS' AGREEMENT")." (iib) THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT TRANSFER AND OTHER CONDITIONS AND RESTRICTIONSCONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS STOCKHOLDERS' AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER HOLDER OF SUCH SHARES UPON WRITTEN REQUEST." (iiic) THE COMPANY 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 AND/OR RIGHTS. ." In addition, certificates representing Shares owned by any permitted transferees who are residents of certain states shall bear any legends required by the laws of such states. Each Stockholder shall be bound by the requirements of such legends. Upon a Registration of any Shares, the certificate representing the registered shares shall be replaced, at the expense of the Company, with certificates not bearing the legends required by this Section 9.

Stock Certificate Legends. The BCM understands that there will be placed on the certificates representing for the ------------------------- Shares shall bear Shares, or any substitution therefor, the following legends: (i) : "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND ANY THE APPLICABLE STATE SECURITIES LAWS LAWS, PURSUANT TO REGISTRATION OR UNLESS SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, EXEMPTION THEREFROM. THE INVESTOR SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR OTHER DISPOSITION RESALE IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS UNLESS THE SECURITIES ARE RESOLD IN COMPLIANCE WITH RULE 144, AND ANY APPLICABLE STATE SECURITIES LAWS." "A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS OF STOCK OF THE ISSUER, THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF PREFERRED STOCK SO FAR AS FIXED AND DETERMINED, AND THE STOCKHOLDERS' AGREEMENT AUTHORITY OF THE COMPANY, DATED AS BOARD OF APRIL 30, 1996, AS DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SAME SHALL BE AMENDED FROM TIME RECORD HOLDER OF THIS CERTIFICATE TO TIME (THE SECRETARY OF THE ISSUER AT ITS PRINCIPAL OFFICE." "STOCKHOLDERS AGREEMENT"). (ii) TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERIS RESTRICTED BY THE TERMS OF AN AGREEMENT BETWEEN THE CORPORATION AND CERTAIN OF ITS SHAREHOLDERS, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES COPY OF WHICH ARE ON FILE AT CAN BE OBTAINED BY THE OFFICE RECORD HOLDER OF THIS CERTIFICATE FROM THE SECRETARY OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUESTCORPORATION. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states."

Stock Certificate Legends. The certificates A copy of this Agreement shall be ------------------------- filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing any shares of Class A Preferred Stock owned by the ------------------------- Shares Individual Investor shall bear the following legends: (i) : "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS UNLESS, IN THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH 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 COMPANYINVESTOR STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE ." "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT TRANSFER AND OTHER CONDITIONS AND RESTRICTIONSCONDITIONS, AS SPECIFIED IN THE INVESTOR STOCKHOLDERS AGREEMENT, COPIES DATED AS OF WHICH ARE APRIL 30, 1996, AMONG IXL HOLDINGS, INC. (THE "COMPANY") AND CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER HOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states."

Stock Certificate Legends. The certificates A copy of this Agreement shall be filed ------------------------- with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Stock owned by the ------------------------- Shares Stockholders shall bear the following legends: (i) i THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES SECURI TIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE --- OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS UN LESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION DIS POSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT OF THE COMPANY, DATED AS OF APRIL 30___________, 19961999 (THE "STOCKHOLDERS' AGREEMENT"), AS THE ----------------------- SAME SHALL MAY BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT")TIME. (ii) ii THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS STOCK- HOLDERS' AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER STOCK HOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) iii THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 shares of Stock owned by residents of certain states shall bear any legends required by the laws of such states. 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 Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legends required by this Section 11(i) and (ii). Upon the closing of a Qualified Public Offering, certificates representing shares of Stock shall be replaced, at the expense of the Company, with certificates not bearing the legends required by Section 11(ii) or the applicable portions of Section 11(i).

Stock Certificate Legends. The certificates A copy of this Agreement shall be filed with the Secretary of KIT and kept with the corporate records of KIT. (a) Each certificate representing the ------------------------- KIT Shares shall bear the following legends: (i) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS 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' STOCKHOLDERS AGREEMENT OF THE COMPANYKIT DIGITAL, INC. DATED AS OF APRIL SEPTEMBER 30, 19962009, (THE “STOCKHOLDERS’ AGREEMENT”), AS THE SAME SHALL MAY BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT")TIME. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT TRANSFER AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS STOCKHOLDERS’ AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY KIT DIGITAL AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iiib) Each certificate representing Xxxxx Xxxxxx Shares shall bear the following legends: THE COMPANY SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT OF KIT DIGITAL, INC. DATED AS OF SEPTEMBER 30, 2009, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF KIT DIGITAL AND WILL FURNISH BE FURNISHED WITHOUT CHARGE TO EACH THE STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 RIGHTSSHARES UPON WRITTEN REQUEST. In additionAt such time as the restrictions on transfer set forth above no longer apply, the certificate(s) representing such Shares shall be replaced, at the expense of KIT, with certificates not bearing the legends required by this Section 4(a) and (b), but with any other legends required by KIT in its discretion to comply with applicable securities laws. KIT shall remove all securities legends with respect to one or more certificates representing Shares owned by residents of certain states shall bear any legends required by only at such time as such Shares are sold pursuant to a registration statement effective under the laws of 1933 Act or pursuant to Rule 144 in a transaction where such statesShares are no longer “restricted securities” under the 1933 Act.

Stock Certificate Legends. The All certificates representing evidencing shares of the ------------------------- Shares Company’s Common Stock shall bear the following legends: (i) : “THE SHARES SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT ARE SUBJECT TO CERTAIN RIGHTS AND TO CERTAIN OBLIGATIONS AND RESTRICTIONS WITH RESPECT TO TRANSFER AND PURCHASE AS SET FORTH IN THAT CERTAIN RESTATED STOCKHOLDER AGREEMENT DATED AS OF DECEMBER 28, 2006 (AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER WITHOUT CHARGE. THE STOCKHOLDER AGREEMENT ALSO PROVIDES THAT, UPON THE TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE, CERTAIN OF THESE RIGHTS, OBLIGATIONS AND RESTRICTIONS MAY CONTINUE TO BE BINDING ON THE TRANSFEREE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND . OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED HYPOTHECATED. OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS AND UNTIL REGISTERED REGISTRATION OR EXEMPTION UNDER THE ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR UNLESS 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 REGULATIONS GOVERNING THE STOCKHOLDERS' AGREEMENT OFFER AND SALE OF THE COMPANYSECURITIES .AND, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENTCASE OF EXEMPTION, COPIES THE ISSUER RECEIVES A SATISFACTORY OPINION OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE COUNSEL AS TO THE STOCKHOLDER AVAILABILITY OF ANY SUCH SHARES UPON WRITTEN REQUEST. (iii) EXEMPTIONS AND THAT REGISTRATION IS NOT REQUIRED. THE COMPANY CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES OF SHARES AUTHORIZED TO BE ISSUED THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND AND/OR RIGHTS. In additionWITHOUT LIMITATION OF THE FOREGOING, certificates representing Shares owned by residents of certain states shall bear any legends required by the laws of such statesTHE TRANSFER AND OWNERSHIP OF COMMON STOCK AND SERIES A COMMON STOCK ARE SUBJECT TO NUMEROUS RESTRICTIONS AS SET FORTH IN THE CORPORATION’S CERTIFICATE OF INCORPORATION (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME).”

Stock Certificate Legends. The certificates representing Each stock certificate delivered by Parent to a stockholder of Diomed (a "Diomed Stockholder") whose address in the ------------------------- Shares shall bear books and records of Diomed is in the United States or Canada will be imprinted with legends substantially in the following legends: (i) forms: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND REPRESENTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. Each stock certificate delivered by Parent to a Diomed Stockholder whose address is other than in the United States or Canada will be imprinted with legends substantially in the following forms: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFEREDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, SOLDU.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, ASSIGNEDTHE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, PLEDGED(2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, HYPOTHECATED SELL OR OTHERWISE DISPOSED TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF UNLESS THE ORIGINAL ISSUE DATE HEREOF AND UNTIL REGISTERED THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY APPLICABLE STATE DISTRIBUTION IN VIOLATION OF THE SECURITIES LAWS ACT OR UNLESS (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE SURVIVING CORPORATION'S RIGHTS PRIOR TO ANY SUCH OFFER, SALESALE OR TRANSFER PURSUANT TO CLAUSES (C), ASSIGNMENT(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, PLEDGE, HYPOTHECATION, TRANSFER CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT INFORMATION SATISFACTORY TO THE SURVIVING CORPORATION AND IN THE CASE OF THE FOREGOING CLAUSE (D), A CERTIFICATE OF TRANSFER (A FORM OF WHICH MAY BE OBTAINED FROM REGISTRATION OR IS OTHERWISE THE SURVIVNG CORPORATION) COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE SURVIVING CORPORATION. HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY MAY NOT BE CONDUCTED BY THE HOLDER HEREOF UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. AS USED HEREIN, SUCH LAWS THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE STOCKHOLDERS' AGREEMENT OF MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE COMPANY, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT")SECURITIES ACT. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states shall bear any legends required by the laws of such states.

Stock Certificate Legends. The certificates A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Stock owned by the ------------------------- Shares Stockholders shall bear the following legends:legend set forth in subsection 5(b), and, if required by law, the legend set forth in subsection 5(a): (ia) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "ACT"), SECURITIES ACTS OF ANY OTHER STATE OR COUNTRY AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS 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 COMPANY, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT")LAWS. (iib) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENTAGREEMENT OF THE COMPANY, DATED AS OF JANUARY , 2006, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUEST. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 shares of Stock owned by residents of certain states States shall bear any legends required by the laws of such statesStates. 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 Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legends required by this Section 5. Upon the closing of a Qualified Public Offering, certificates representing shares of Stock shall be replaced, at the expense of the Company, with certificates not bearing the legends required by Section 5(b).

Stock Certificate Legends. The A copy of this Agreement shall be ------------------------- filed with the Secretary of Mtel Puerto Rico and kept with the records of Mtel Puerto Rico. Each of the Stockholders agrees that the following legends shall be placed on the certificates representing the ------------------------- Shares shall bear the following legends: (i) any shares of Preferred Stock owned by them: "THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND TO CERTAIN OTHER RESTRICTIONS, 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 PUERTO RICO, INC. ("MTEL PUERTO RICO") 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. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN VIOLATION OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS 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 THAT ARE APPLICABLE. THE STOCKHOLDERS' AGREEMENT OF THE COMPANY, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT"). (ii) THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFEROPTIONAL AND MANDATORY EXCHANGE RIGHTS, A VOTING PURSUANT TO WHICH THESE SECURITIES WILL BE EXCHANGED FOR PREFERRED STOCK OF MTEL LATIN AMERICA, INC. IN ACCORDANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE MAY BE REDEEMED AT THE OFFICE OPTION OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE STOCKHOLDER OF SUCH SHARES UPON WRITTEN REQUESTMTEL PUERTO RICO UNDER CERTAIN CIRCUMSTANCES. (iii) THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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 owned by residents of certain states " All Stockholders shall bear any legends required be bound by the laws requirements of such stateslegends to the extent that such legends are applicable.

Stock Certificate Legends. The certificates representing share certificate(s) evidencing the ------------------------- Shares issued hereunder shall bear be endorsed with the following legends: (i) legends and any other legend required by any applicable state securities laws: “THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”). EXCEPT AS OTHERWISE PROVIDED IN THE ACT, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH OFFERNO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OPTION, LOAN OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL TO THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT OR IS OTHERWISE THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS' AGREEMENT APPLICABLE PROVISIONS OF THE COMPANY, DATED AS OF APRIL 30, 1996, AS THE SAME SHALL BE AMENDED FROM TIME TO TIME (THE "STOCKHOLDERS AGREEMENT")STATE SECURITIES LAWS. (ii) ” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS AND RESTRICTIONS, AS SPECIFIED FORFEITURE IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE FAVOR OF THE COMPANY AND WILL MAY BE FURNISHED WITHOUT CHARGE TO TRANSFERRED ONLY IN ACCORDANCE WITH THE STOCKHOLDER TERMS OF SUCH SHARES UPON WRITTEN REQUEST. (iii) A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED AND THE QUALIFICATIONSSTOCKHOLDER, LIMITATIONS OR RESTRICTIONS A COPY OF SUCH PREFERENCES AND OR RIGHTS. In addition, certificates representing Shares owned by residents of certain states shall bear any legends required by the laws of such statesWHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”