Common use of Stock Certificate Legends Clause in Contracts

Stock Certificate Legends. All certificates representing any of the Shares shall contain the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE 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 OR 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 AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION 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, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY UPON COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED IN ARTICLE VII OF THE COMPANY'S BYLAWS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION."

Stock Certificate Legends. All Except as provided below, all certificates representing any evidencing shares of the Shares Common Stock subject to this Agreement shall contain bear the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE 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 OR 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 AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION 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, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS AND TRANSFERABLE ONLY UPON COMPLIANCE TO CERTAIN OBLIGATIONS AND RESTRICTIONS WITH THE TERMS RESPECT TO TRANSFER AND CONDITIONS CONTAINED PURCHASE AS SET FORTH IN ARTICLE VII THAT CERTAIN AMENDED RESTATED STOCKHOLDER AGREEMENT DATED AS OF THE COMPANY'S BYLAWSSEPTEMBER 27, 2019 (AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME), A COPY OF WHICH IS ON FILE AT MAY BE OBTAINED FROM THE PRINCIPAL OFFICE 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 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 THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. WITHOUT 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 evidencing shares of Common Stock if the Company determines, in its sole discretion, that such legend is no longer necessary or advisable to ensure compliance with this Agreement.

Stock Certificate Legends. All certificates (a) Each certificate representing any of the Manchester Shares shall contain be stamped or otherwise imprinted with legends substantially in the following legends: form (in addition to any legend required by applicable state securities or "blue sky" laws): THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE 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 SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE REGISTRATION STATEMENT AS 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 SAID THE ACT OR LAWS OR ANY APPLICABLE STATE LAWS, AND WHEREIN MANCHESTER INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THAT REGISTRATION OF SUCH SECURITIES UNDER THE CORPORATION THAT SUCH REGISTRATION ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." ", OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE CORPORATION IS AUTHORIZED ACT (AND WHICH CONTINUES TO ISSUE DIFFERENT CLASSES BE EFFECTIVE AT THE TIME OF SHARES OR DIFFERENT SERIES WITHIN A CLASS. THE CORPORATION SUCH TRANSFER); AND (2) PRIOR TO ANY SUCH TRANSFER, IT WILL FURNISH TO ANY SHAREHOLDER ON REQUEST MANCHESTER INC. AND WITHOUT CHARGE THE TRANSFER AGENT FOR THE COMMON STOCK SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS MANCHESTER INC. OR SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A FULL STATEMENT TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE DESIGNATIONSACT OR STATE SECURITIES LAWS; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITIES EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. FURTHERMORE, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED HEREBY MAY NOT BE ISSUED AND THE VARIATIONS CONDUCTED UNLESS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY UPON COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED IN ARTICLE VII OF THE COMPANY'S BYLAWS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATIONACT."

Stock Certificate Legends. All 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 contain bear the following legends: "THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY BE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER HAVE BEEN ACQUIRED FOR INVESTMENT 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 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. THEY MAY NOT BE SOLDLAWS OR UNLESS, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR LAWS OR AN OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH WHICH OPINION ARE, SATISFACTORY TO THE CORPORATION THAT ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS NOT REQUIRED." "OTHERWISE IN COMPLIANCE WITH 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 DESIGNATIONSACT, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED SUCH LAWS AND THE VARIATIONS IN THE RIGHTSINVESTOR STOCKHOLDERS AGREEMENT, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES DATED AS OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIESAPRIL 30, 1996." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND TRANSFERABLE ONLY UPON COMPLIANCE WITH OTHER CONDITIONS, AS SPECIFIED IN THE TERMS INVESTOR STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 30, 1996, AMONG IXL HOLDINGS, INC. (THE "COMPANY") AND CONDITIONS CONTAINED IN ARTICLE VII CERTAIN STOCKHOLDERS OF THE COMPANY'S BYLAWS, . A COPY OF WHICH SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATIONCOMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST."

Stock Certificate Legends. All certificates Each certificate representing any of the Shares shall contain have the following legendslegends stamped or imprinted thereon: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE 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 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE WITHOUT REGISTRATION STATEMENT AS TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER SAID ACT OR LAWS OR APPLICABLE STATE SECURITIES LAWS, UNLESS THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION ISSUER THAT SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE LEGALLY SOLD OR DISTRIBUTED PURSUANT TO EXEMPTIONS FROM REGISTRATION IS NOT REQUIRED." "UNDER THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES SECURITIES ACT OF SHARES OR DIFFERENT SERIES WITHIN A CLASS1933, AS AMENDED, AND WITHOUT REGISTRATION UNDER THEN APPLICABLE STATE AND FEDERAL LAWS. THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN A SHAREHOLDERS AGREEMENT, DATED AS OF JULY 2, 1996, COPIES OF WHICH 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 THE TERMS AND TRANSFERABLE ONLY UPON CONDITIONS SET FORTH THEREIN. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED IN ARTICLE VII OF THE COMPANY'S BYLAWS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATIONSUCH SHAREHOLDERS AGREEMENT."

Stock Certificate Legends. All certificates representing any Each stock certificate delivered by Parent to a stockholder of Acquired Corp (an "Acquired Corp Stockholder") whose address in the Shares shall contain books and records of Acquired Corp is in the United States will be imprinted with legends substantially in the following legendsform: "THE SHARES REPRESENTED BY THIS CERTIFICATE 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 REPRESENTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT"). THEY SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER SAID THE SECURITIES ACT OR LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION 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 OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND 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 CORPORATION MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AUTHORIZED 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 ISSUE DIFFERENT CLASSES OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF SHARES THE SECURITIES ACT OR DIFFERENT SERIES WITHIN A CLASS. (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE CORPORATION WILL FURNISH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE SURVIVING CORPORATION'S RIGHTS PRIOR TO ANY SHAREHOLDER ON REQUEST SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE SURVIVING CORPORATION AND WITHOUT CHARGE A FULL STATEMENT IN THE CASE OF THE DESIGNATIONSFOREGOING CLAUSE (D), PREFERENCES, LIMITATIONS A CERTIFICATE OF TRANSFER (A FORM OF WHICH MAY BE OBTAINED FROM THE SURVIVING CORPORATION) COMPLETED AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED DELIVERED BY THE TRANSFEROR TO THE SURVIVING CORPORATION. HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY MAY NOT BE ISSUED AND CONDUCTED BY THE VARIATIONS HOLDER HEREOF UNLESS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY UPON COMPLIANCE WITH THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND CONDITIONS CONTAINED IN ARTICLE VII OF "U.S. PERSON" HAVE THE COMPANY'S BYLAWS, A COPY OF WHICH IS ON FILE AT MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE PRINCIPAL OFFICE OF THE CORPORATIONSECURITIES ACT."

Stock Certificate Legends. All 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 any shares of the Shares shall contain the following legendsPreferred Stock owned by them: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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 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 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED TRANSFERRED IN THE ABSENCE VIOLATION OF AN EFFECTIVE REGISTRATION STATEMENT AS TO ANY SUCH LAWS THAT ARE APPLICABLE. THE SECURITIES UNDER SAID ACT OR LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION 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, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO OPTIONAL AND TRANSFERABLE ONLY UPON COMPLIANCE MANDATORY EXCHANGE RIGHTS, PURSUANT TO WHICH THESE SECURITIES WILL BE EXCHANGED FOR PREFERRED STOCK OF MTEL LATIN AMERICA, INC. IN ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED IN ARTICLE VII OF THE COMPANY'S BYLAWS, A COPY OF WHICH IS ON FILE STOCKHOLDERS AGREEMENT AND MAY BE REDEEMED AT THE PRINCIPAL OFFICE OPTION OF THE CORPORATIONMTEL PUERTO RICO UNDER CERTAIN CIRCUMSTANCES."" All Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable.

Stock Certificate Legends. All 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 contain bear the following legends: "THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY BE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER HAVE BEEN ACQUIRED FOR INVESTMENT 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 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. THEY MAY NOT BE SOLDLAWS OR UNLESS, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR LAWS OR AN OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE CORPORATION THAT ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS NOT REQUIRED." "OTHERWISE IN COMPLIANCE WITH THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES ACT, SUCH LAWS AND THE INSTITUTIONAL STOCKHOLDERS' AGREEMENT, DATED AS OF SHARES OR DIFFERENT SERIES WITHIN A CLASS. JANUARY [ ], 2000, AMONG THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST ISSUER AND WITHOUT CHARGE A FULL STATEMENT CERTAIN STOCKHOLDERS OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND ISSUER (THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES"STOCKHOLDERS AGREEMENT")." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND TRANSFERABLE ONLY UPON COMPLIANCE WITH OTHER CONDITIONS, AS SPECIFIED IN THE TERMS AND CONDITIONS CONTAINED IN ARTICLE VII OF THE COMPANY'S BYLAWS, STOCKHOLDERS AGREEMENT. A COPY OF WHICH THE STOCKHOLDERS AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATIONISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST." "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, such certificates will bear such legends as may be required by any state securities laws.

Stock Certificate Legends. All certificates representing any of The share certificate(s) evidencing the Shares issued hereunder shall contain be endorsed with the following legendslegends and any other legend required by any applicable state securities laws: "“THE SHARES REPRESENTED BY THIS CERTIFICATE 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 OR ANY APPLICABLE STATE SECURITIES LAWS1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLDEXCEPT AS OTHERWISE PROVIDED IN THE ACT, OFFERED FOR NO TRANSFER, SALE, PLEDGED ASSIGNMENT, PLEDGE, HYPOTHECATION, OPTION, LOAN OR HYPOTHECATED IN OTHER DISPOSITION OF THE ABSENCE OF SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT ACT, OR LAWS OR AN (B) IF THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION HOLDER THAT SUCH REGISTRATION TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS NOT REQUIRED." "EXEMPT FROM THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES PROVISIONS OF SHARES OR DIFFERENT SERIES WITHIN A CLASS. THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT SECTION 5 OF THE DESIGNATIONSSECURITIES ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS IN COMPLIANCE WITH APPLICABLE PROVISIONS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIESSTATE SECURITIES LAWS." "” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND TRANSFERABLE MAY BE TRANSFERRED ONLY UPON COMPLIANCE IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND CONDITIONS CONTAINED IN ARTICLE VII OF THE COMPANY'S BYLAWSSTOCKHOLDER, A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICE SECRETARY OF THE CORPORATIONCOMPANY."”

Stock Certificate Legends. All certificates representing any evidencing shares of the Shares Company’s Common Stock shall contain bear the following legends: "“THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE MAY BE ARE SUBJECT TO CERTAIN RIGHTS AND TO CERTAIN OBLIGATIONS AND RESTRICTIONS UPON WITH RESPECT TO TRANSFER AND RIGHTS OF REPURCHASE PURCHASE AS SET FORTH IN A RESTRICTED STOCK PURCHASE THAT CERTAIN RESTATED STOCKHOLDER AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDERDATED AS OF DECEMBER 28, 2006 (AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME), A COPY OF WHICH IS ON FILE AT MAY BE OBTAINED FROM THE PRINCIPAL OFFICE ISSUER WITHOUT CHARGE. THE STOCKHOLDER AGREEMENT ALSO PROVIDES THAT, UPON THE TRANSFER OF THE CORPORATION." "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 1933, AS AMENDED (THE “ACT”). OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWSSTATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, HYPOTHECATED. OR HYPOTHECATED OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION UNDER THE ACT AND OTHER APPLICABLE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF THE SECURITIES .AND, IN THE CASE OF EXEMPTION, THE ISSUER RECEIVES A SATISFACTORY OPINION OF COUNSEL AS TO THE SECURITIES UNDER SAID ACT OR LAWS OR AN OPINION AVAILABILITY OF COUNSEL SATISFACTORY TO THE CORPORATION ANY SUCH EXEMPTIONS AND THAT SUCH REGISTRATION 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 TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCESPREFERENCES AND RELATIVE, LIMITATIONS AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED STOCK OR SERIES THEREOF AND THE VARIATIONS IN QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. WITHOUT LIMITATION OF THE RIGHTSFOREGOING, PREFERENCES THE TRANSFER AND LIMITATIONS BETWEEN THE SHARES OWNERSHIP OF EACH COMMON STOCK AND SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "THE SHARES REPRESENTED BY THIS CERTIFICATE COMMON STOCK ARE SUBJECT TO AND TRANSFERABLE ONLY UPON COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED NUMEROUS RESTRICTIONS AS SET FORTH IN ARTICLE VII OF THE COMPANY'S BYLAWS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION’S CERTIFICATE OF INCORPORATION (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME)."”

Stock Certificate Legends. All BCM understands that there will be placed on the certificates representing for the Shares, or any of the Shares shall contain substitution therefor, the following legends: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE 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 HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 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 OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR 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 RESALE IS IN COMPLIANCE WITH THE ACT, UNLESS THE SECURITIES ARE RESOLD IN COMPLIANCE WITH RULE 144, 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 AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION 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, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE 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 THEY HAVE BEEN FIXED AND DETERMINED. , AND THE AUTHORITY OF THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE VARIATIONS FOR FUTURE SERIES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RELATIVE RIGHTS AND PREFERENCES RECORD HOLDER OF A SERIES BEFORE THIS CERTIFICATE TO THE ISSUANCE SECRETARY OF ANY SHARES OF THAT SERIESTHE ISSUER AT ITS PRINCIPAL OFFICE." "TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY UPON COMPLIANCE WITH IS RESTRICTED BY THE TERMS OF AN AGREEMENT BETWEEN THE CORPORATION AND CONDITIONS CONTAINED IN ARTICLE VII CERTAIN OF THE COMPANY'S BYLAWSITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AT CAN BE OBTAINED BY THE PRINCIPAL OFFICE RECORD HOLDER OF THIS CERTIFICATE FROM THE SECRETARY OF THE CORPORATION."

Stock Certificate Legends. All certificates representing any Each stock certificate delivered by Parent to a stockholder of Diomed (a "Diomed Stockholder") whose address in the Shares shall contain books and records of Diomed is in the United States or Canada will be imprinted with legends substantially in the following legendsforms: "THE SHARES REPRESENTED BY THIS CERTIFICATE 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 REPRESENTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT"). THEY SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER SAID THE SECURITIES ACT OR LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION 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 OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND 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 CORPORATION MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AUTHORIZED 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 ISSUE DIFFERENT CLASSES OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF SHARES THE SECURITIES ACT OR DIFFERENT SERIES WITHIN A CLASS. (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE CORPORATION WILL FURNISH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE SURVIVING CORPORATION'S RIGHTS PRIOR TO ANY SHAREHOLDER ON REQUEST SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE SURVIVING CORPORATION AND WITHOUT CHARGE A FULL STATEMENT IN THE CASE OF THE DESIGNATIONSFOREGOING CLAUSE (D), PREFERENCES, LIMITATIONS A CERTIFICATE OF TRANSFER (A FORM OF WHICH MAY BE OBTAINED FROM THE SURVIVNG CORPORATION) COMPLETED AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED DELIVERED BY THE TRANSFEROR TO THE SURVIVING CORPORATION. HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY MAY NOT BE ISSUED AND CONDUCTED BY THE VARIATIONS HOLDER HEREOF UNLESS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY UPON COMPLIANCE WITH THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND CONDITIONS CONTAINED IN ARTICLE VII OF "U.S. PERSON" HAVE THE COMPANY'S BYLAWS, A COPY OF WHICH IS ON FILE AT MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE PRINCIPAL OFFICE OF THE CORPORATIONSECURITIES ACT."

Stock Certificate Legends. All 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 the Shares any such certificate shall contain be stamped or otherwise imprinted with a legend in substantially the following legends: "form (in additional to any legend required under applicable state securities laws): THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE 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 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE WITHOUT REGISTRATION STATEMENT AS TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER SAID ACT OR LAWS OR APPLICABLE STATE SECURITIES LAW, UNLESS THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION ISSUER THAT SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE LEGALLY SOLD OR DISTRIBUTED PURSUANT TO EXEMPTION FROM REGISTRATION IS NOT REQUIRED." "UNDER THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES SECURITIES ACT OF SHARES OR DIFFERENT SERIES WITHIN A CLASS1933, AS AMENDED, AND WITHOUT REGISTRATION UNDER THEN APPLICABLE STATE AND FEDERAL LAWS. THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO FAR AS THEY HAVE BEEN DETERMINED. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE ISSUANCE OF ANY SHARES OF THAT SERIES." "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTION ON TRANSFER CONTAINED IN AN AGREEMENT BETWEEN THE ISSUER AND TRANSFERABLE ONLY UPON THE STOCKHOLDER, COPIES OF WHICH MAY BE OBTAINED FROM THE ISSUER OR FROM THE HOLDER OF THIS CERTIFICATE. NO TRANSFER OF SUCH SECURITIES SHALL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED IN ARTICLE VII OF THE COMPANY'S BYLAWS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATIONSUCH AGREEMENT."