Common use of Stock Legend Clause in Contracts

Stock Legend. The stock certificates representing the Class B Stock shall contain the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAW.

Stock Legend. The On the date of the Closing, BTG shall cause the certificates evidencing the Optioned Shares to be tendered to GTSI's transfer agent, First Union National Bank, which shall issue to BTG stock certificates representing of the Class B Stock shall contain same denomination in exchange therefor bearing the following legend, in addition to any other legends deemed appropriate or necessary by the Companymodified legends: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO "THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND EXCEPT UPON DELIVERY TO THE COMPANY HAS RECEIVED CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO ITS COUNSEL IT THAT SUCH TRANSFER WOULD WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FEDERAL OR APPLICABLE STATE SECURITIES LAW. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STANDSTILL AGREEMENT DATED FEBRUARY 12, 1998 BY AND BETWEEN THE CORPORATION AND BTG, INC. AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCK TRANSFER AGREEMENT DATED FEBRUARY 10, 1999 BY AND BETWEEN BTG, INC., AND THE CORPORATION AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

Stock Legend. The Without limiting the provisions of Section 2.02 hereof, the First Supplemental Warrant and the First Supplemental Preferred Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the First Supplemental Warrant or the First Supplemental Preferred Shares, as the case may be, under the Securities Act or under applicable state securities laws, the First Supplemental Preferred Shares and, at the time of exercise of a First Supplemental Warrant, any stock certificates representing certificate issued pursuant to the Class B Stock shall contain exercise of a First Supplemental Warrant will bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO "THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE SOLD PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE TRANSFERRED WITHOUT SUCH DISPOSED OF IN THE ABSENCE OF REGISTRATION UNLESS A VALID UNDER OR EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE ACT AND ALL APPLICABLE STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, THE NORTH CAROLINA SECURITIES ACT, AS AMENDED, THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND THE COMPANY HAS RECEIVED AN OPINION GEORGIA SECURITIES ACT OF COUNSEL SATISFACTORY 1973, AS AMENDED, AND (B) ARE SUBJECT TO ITS COUNSEL THAT THE TERMS OF AND PROVISIONS OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28, 1997 AMONG JOTAN, INC. (THE "COMPANY"), RICE PARTNERS II, L.P., F- SOUTHLAND, FF-SOUTHLAND, L.P., F-JOTAN, L.L.C. AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR STATE SECURITIES LAWRESTATED FROM TIME TO TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. The stock certificates Each certificate representing the Class B Stock Exchange Shares shall contain be stamped or otherwise imprinted with legends substantially in the following legend, form (in addition to any other legends deemed appropriate legend required by applicable state securities or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO "blue sky" laws): THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "ACT") OR ANY STATE SECURITIES LAW LAWS AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID DISPOSED OF EXCEPT (1)(A) PURSUANT TO THE EXEMPTION FROM SUCH REGISTRATION IS 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 COMPANY HAS ACT OR ANY APPLICABLE STATE LAWS, AND WHEREIN MANCHESTER INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY THAT REGISTRATION OF SUCH SECURITIES UNDER THE ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED, OR (C) PURSUANT TO ITS COUNSEL A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (2) PRIOR TO ANY SUCH TRANSFER, IT WILL FURNISH TO MANCHESTER INC. AND 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 WOULD IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT VIOLATE ANY FEDERAL SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT OR STATE SECURITIES LAWLAWS; 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, HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Parent agrees to reissue certificates representing any of the Exchange Shares without the legend set forth above if at such time, prior to making any transfer of any such Exchange 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 Exchange Shares under the Securities Act is not required in connection with such proposed transfer; (ii) 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 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, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition; or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Parent will respond to any such notice from a holder within five (5) business days. In the 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 Exchange Shares is required to be issued to a purchaser without a legend, in lieu of delivering physical certificates representing the Exchange 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 Exchange Shares to a purchaser by crediting the account of such purchaser'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 Legend. The stock certificates representing the Class B Evolved Stock shall contain the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1MAY __, 20102012, BY AND AMONG TEAMBETWEEN WEBXU, INC. AND THE STOCKHOLDERS SIGNATORIES THERETOEVOLVED TECHNOLOGY, LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANYWEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. Mailing Address: 10000 Xxx Xxxxxxx Xxxx., Suite 400, Los Angeles, CA 90049 (000) 000-0000 wxx.xxxxx.xxx THE SHARE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY WEBXU, INC. HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAW.

Stock Legend. The stock certificates representing DURING THE LOCK-UP PERIOD, Stockholder agrees and consents to the Class B Stock shall entry of stop transfer instructions with the transfer agent against the transfer of the Lock-Up Shares held by Stockholder except in compliance with the foregoing restrictions. Stockholder is aware that EDT is relying upon this Agreement in entering into the Agreement and Plan of Merger, Therefore the Lock-Up Shares issued will contain the following legend, in addition to any other legends deemed appropriate or necessary by the Companylegend on each certificate: THE SHARES REPRESENTED BY THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH ARE DESIGNATED AS RESTRICTED SHARES PURSUANT TO THE TERMS OF, AND ARE SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION OF, A LOCK-UP AGREEMENT DATED JANUARY __, 2002 AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETOMAY BE AMENDED FROM TIME TO TIME, AND (II) THE PRIOR WRITTEN APPROVAL MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSEXCEPT AS THEREIN PROVIDED. THE COMPANY CORPORATION WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, CERTIFICATE WITHOUT CHARGE, UPON WRITTEN CHARGE ON REQUEST TO THE COMPANY CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE SHARES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT") OR ANY STATE WITH THE SECURITIES LAW AND EXCHANGE COMMISSION (THE "SEC") AND THEREFORE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND ONLY IN ACCORDANCE WITH RULE 144 OF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWACT.

Stock Legend. The Warrants and the Warrant Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Warrants and the Warrant Shares under the Securities Act or under applicable state securities laws at the time of exercise of a Warrant, any stock certificates representing certificate issued pursuant to the Class B Stock shall contain exercise of a Warrant will bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO “THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE SOLD PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE TRANSFERRED WITHOUT SUCH DISPOSED OF IN THE ABSENCE OF REGISTRATION UNLESS A VALID UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF A WARRANT PURCHASE AGREEMENT, A STOCKHOLDERS’ AGREEMENT AND A REGISTRATION IS AVAILABLE RIGHTS AGREEMENT, EACH DATED AS OF APRIL 30, 2001 AMONG KTC/AMG HOLDINGS CORP. (THE “COMPANY”), RSTW PARTNERS III, L.P., MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MASSMUTUAL CORPORATE INVESTORS, MASSMUTUAL PARTICIPATION INVESTORS AND THE COMPANY HAS RECEIVED AN OPINION OTHER SIGNATORIES THERETO (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE “AGREEMENTS”). COPIES OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWTHE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY.”

Stock Legend. The stock certificates representing the Class B PC GLOBAL Stock shall contain the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1MAY __, 20102012, BY AND AMONG TEAMBETWEEN WEBXU, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANYWEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY WEBXU, INC. HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAW.

Stock Legend. The stock certificates Each certificate representing the Class B Stock Exchange Shares shall contain be stamped or otherwise imprinted with legends substantially in the following legend, form (in addition to any other legends deemed appropriate legend required by applicable state securities or necessary by "blue sky" laws)(the use of the term “Cono Italiano, Inc.” in this legend refers to the Public Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO ): THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "ACT") OR ANY STATE SECURITIES LAW LAWS AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID DISPOSED OF EXCEPT (1)(A) PURSUANT TO THE EXEMPTION FROM SUCH REGISTRATION IS 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 COMPANY HAS ACT OR ANY APPLICABLE STATE LAWS, AND WHEREIN THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY THAT REGISTRATION OF SUCH SECURITIES UNDER THE ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED, OR (C) PURSUANT TO ITS COUNSEL A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (2) PRIOR TO ANY SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT FOR THE COMMON STOCK SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS THE ISSUER OR SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER WOULD IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT VIOLATE ANY FEDERAL SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT OR STATE SECURITIES LAWLAWS; 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, HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Public Company agrees to reissue certificates representing any of the Exchange Shares without the legend set forth above if at such time, prior to making any transfer of any such Exchange Shares, such holder thereof shall give written notice to the Public Company describing the manner and terms of such transfer and removal as the Public Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Public Company has received an opinion of counsel reasonably satisfactory to the Public Company, to the effect that the registration of the Exchange Shares under the Securities Act is not required in connection with such proposed transfer; (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Public Company with the Commission and has become effective under the Securities Act; (iii) the Public Company has received other evidence reasonably satisfactory to the Public Company that such registration and qualification under the Securities Act and state securities laws are not required; or (iv) the holder provides the Public Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Public Company has received an opinion of counsel reasonably satisfactory to the Public Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition; or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto.

Stock Legend. The On the date of the Closing, BTG shall cause the certificates evidencing the Escrow Shares to be tendered to GTSI's transfer agent, First Union National Bank, which shall issue to BTG stock certificates representing of the Class B Stock shall contain same denomination in exchange therefor bearing the following legend, in addition to any other legends deemed appropriate or necessary by the Companymodified legends: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO "THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND EXCEPT UPON DELIVERY TO THE COMPANY HAS RECEIVED CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO ITS COUNSEL IT THAT SUCH TRANSFER WOULD WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FEDERAL OR APPLICABLE STATE SECURITIES LAW. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STANDSTILL AGREEMENT DATED FEBRUARY 12, 1998 BY AND BETWEEN THE CORPORATION AND BTG, INC. AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCK TRANSFER AGREEMENT DATED FEBRUARY 10, 1999 BY BTG, INC. AND THE CORPORATION AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

Stock Legend. The stock certificates representing DURING THE LOCK-UP PERIOD, Stockholder agrees and consents to the Class B Stock shall entry of stop transfer instructions with the transfer agent against the transfer of the Lock-Up Shares held by Stockholder except in compliance with the foregoing restrictions. Stockholder is aware that EDT is relying upon this Agreement in entering into the Agreement and Plan of Merger, Therefore the Lock-Up Shares issued will contain the following legend, in addition to any other legends deemed appropriate or necessary by the Companylegend on each certificate: THE SHARES REPRESENTED BY THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH ARE DESIGNATED AS RESTRICTED SHARES PURSUANT TO THE TERMS OF, AND ARE SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION OF, A LOCK-UP AGREEMENT DATED [________, 2001] AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETOMAY BE AMENDED FROM TIME TO TIME, AND (II) THE PRIOR WRITTEN APPROVAL MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSEXCEPT AS THEREIN PROVIDED. THE COMPANY CORPORATION WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, CERTIFICATE WITHOUT CHARGE, UPON WRITTEN CHARGE ON REQUEST TO THE COMPANY CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE SHARES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAW ACT")OR WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND THEREFORE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND ONLY IN ACCORDANCE WITH RULE 144 OF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWACT.

Stock Legend. The Without limiting the provisions of Section 2.02 hereof, ------------ the Warrants, the Warrant Shares and the Preferred Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Warrants, the Warrant Shares or the Preferred Shares, as the case may be, under the Securities Act or under applicable state Preferred Stock and Warrant Purchase Agreement - Page 18 ---------------------------------------------- securities laws, the Preferred Shares and, at the time of exercise of a Warrant, any stock certificates representing certificate issued pursuant to the Class B Stock shall contain exercise of a Warrant will bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO "THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, AND (II) THE PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, THE NORTH CAROLINA SECURITIES ACT, AS AMENDED, THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28, 1997 AMONG JOTAN, INC. (THE "COMPANY"), RICE PARTNERS II, L.P., F-SOUTHLAND, FF-SOUTHLAND, L.P., F-JOTAN, L.L.C. AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY." "THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE 'GEORGIA SECURITIES ACT OF 1973,' AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNLESS A VALID EXEMPTION FROM UNDER SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWACT." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.