Common use of Stock Legend Clause in Contracts

Stock Legend. 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 certificate issued pursuant to the exercise of a First Supplemental Warrant will bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES 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." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. Without limiting the provisions of Section 2.02 hereof, the First Supplemental Warrant and the First Supplemental Preferred The certificates representing Stockholder Shares that 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 certificate issued pursuant prior to the exercise of a First Supplemental Warrant will date hereof shall bear the following legend: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE (A) WERE ORIGINALLY ISSUED ON _______________, ____, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT UNDER OR EXEMPTION FROM SUCH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, INCLUDINGCERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 31, 1996, AMONG COLOR SPOT NURSERIES, INC. AND CERTAIN STOCKHOLDERS THEREOF, A COPY OF WHICH MAY BE OBTAINED WITHOUT LIMITATIONCHARGE BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS. The certificates representing Stockholder Shares that are issued on and after the date hereof shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON _______________, ____, HAVE NOT BEEN REGISTERED UNDER THE NORTH CAROLINA SECURITIES ACT, AS AMENDED, THE TEXAS SECURITIES ACT OF 19571933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE GEORGIA ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES ACT OF 1973, AS AMENDED, AND (B) LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN THE TERMS OF SECOND AMENDED AND PROVISIONS OF A PREFERRED STOCK AND WARRANT PURCHASE RESTATED STOCKHOLDERS AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28NOVEMBER __, 1997 2001, AMONG JOTANCOLOR SPOT NURSERIES, INC. (THE "COMPANY")AND CERTAIN STOCKHOLDERS THEREOF, 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 A COPY OF SUCH SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS WHICH MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, OBTAINED WITHOUT CHARGE BY THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE HOLDER HEREOF AT THE OFFICES COMPANY'S PRINCIPAL PLACE OF THE COMPANYBUSINESS." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. Without limiting the provisions of Section 2.02 hereof, the First Supplemental Warrants, the Warrant Shares 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 Warrants, the Warrant Shares 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 certificate issued pursuant to the exercise of a First Supplemental Warrant will bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES 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 TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. Without limiting the provisions of Section 2.02 hereof, the First Supplemental Warrant The Warrants and the First Supplemental Preferred 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 First Supplemental Warrants and the Warrant or the First Supplemental Preferred Shares, as the case may be, Shares under the Securities Act or under applicable state securities laws, the First Supplemental Preferred Shares and, laws at the time of exercise of a First Supplemental Warrant, any stock certificate issued pursuant to the exercise of a First Supplemental Warrant will bear the following (or substantially equivalent) legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) REGISTRATION UNDER OR EXEMPTION FROM SUCH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS, INCLUDINGAND (II) UNDER CERTAIN CIRCUMSTANCES, WITHOUT LIMITATIONIF REQUESTED BY KII HOLDING CORP. (THE "COMPANY"), AN OPINION OF COUNSEL, WHICH COUNSEL SHALL BE REASONABLY ACCEPTABLE TO THE NORTH CAROLINA COMPANY, TO THE EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE THE ACT OR ANY APPLICABLE STATE SECURITIES ACT, AS AMENDED, THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND THE GEORGIA SECURITIES ACT OF 1973, AS AMENDEDLAWS, AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS (INCLUDING TRANSFER RESTRICTIONS) OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28DECEMBER 31, 1997 1998, BY AND AMONG JOTANTHE COMPANY, STELLEX AEROSPACE HOLDINGS, INC. (THE "COMPANY")., RICE PARTNERS II, L.P., F- SOUTHLAND, FF-SOUTHLAND, L.P., F-JOTAN, L.L.C. STELLEX INDUSTRIES AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES HOLDER OF SUCH SHAREHOLDER AGREEMENT THIS CERTIFICATE (AS SUCH AGREEMENTS AGREEMENT MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE "AGREEMENTSAGREEMENT"). COPIES OF THE AGREEMENTS AGREEMENT ARE AVAILABLE AT THE EXECUTIVE 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. Without limiting the provisions of Section 2.02 hereof, the First Second Supplemental Warrant and the First Second 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 Second Supplemental Warrant or the First Second Supplemental Preferred Shares, as the case may be, under the Securities Act or under applicable state securities laws, the First Second Supplemental Preferred Shares and, at the time of exercise of a First Second Supplemental Warrant, any stock certificate issued pursuant to the exercise of a First Second Supplemental Warrant will bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES 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, AND 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 1997, AMONG JOTAN, INC. (THE "COMPANY"), RICE PARTNERS II, L.P., F- F-SOUTHLAND, FF-L.L.C., 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." All shares of Capital Stock of the Company subject to the Other Shareholder Agreement Agreements will bear a legend to such effect.

Stock Legend. 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 In addition to any legend imposed by applicable state securities laws, the First Supplemental Preferred Shares andcertificate of incorporation of SFX or the rules, at regulations and polices of the time of exercise of a First Supplemental WarrantFederal Communications Commission, any all stock certificate issued by SFX pursuant to the exercise of this Agreement, shall bear a First Supplemental Warrant will bear the following legendrestrictive legend stating substantially as follows: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE . THESE SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGEDOFFERED, SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES 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 19571933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AS AMENDEDTHAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. FURTHERMORE, AND THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, AND (B) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN "CALL," "PUT", RIGHTS OF FIRST REFUSAL AND OFFSET PROVISIONS SET FORTH IN THAT CERTAIN AGREEMENT OF MERGER BY AND AMONG SFX BROADCASTING, INC., ("SFX") NOC-ACQUISITION CORP., CADCO -45- FILING #0001705193 PG 54 OF 193 VOL B-00116 FILED 03/20/1997 03:00 PM PAGE 03420 SECRETARY OF THE TERMS STATE CONNECTICUT SECRETARY OF AND PROVISIONS THE STATE ACQUISITION CORP., QN-ACQUISITION CORP., NEDERLANDER OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28, 1997 AMONG JOTANCONNECTICUT, INC. AND CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION AND QN CORP. AND CERTAIN OF THE STOCKHOLDERS THEREOF DATED FEBRUARY ___, 1997 (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 "AGREEMENTSAGREEMENT"). COPIES AS A RESULT OF THE AGREEMENTS ARE AVAILABLE AT OFFSET PROVISIONS IN THE OFFICES AGREEMENT, SHARES NOT VOLUNTARILY SURRENDERED TO SFX MAY BE CANCELED ON THE TRANSFER BOOKS OF SFX WITHOUT NOTICE TO THE COMPANYHOLDER HEREOF. TRANSFEREE'S OF THESE SHARES TAKE THESE SHARES SUBJECT TO SUCH CANCELLATION RIGHT." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. Without limiting the provisions of Section 2.02 hereof, the First Supplemental Warrant The Warrants and the First Supplemental Preferred 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 First Supplemental Warrants and the Warrant or the First Supplemental Preferred Shares, as the case may be, Shares under the Securities Act or under applicable state securities laws, the First Supplemental Preferred Shares and, laws at the time of exercise of a First Supplemental Warrant, any stock certificate issued pursuant to the exercise of a First Supplemental Warrant will bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES 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, LAWS AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT, A STOCKHOLDERS’ AGREEMENT AND A SHAREHOLDER REGISTRATION RIGHTS AGREEMENT, EACH DATED AS OF FEBRUARY 28APRIL 30, 1997 2001 AMONG JOTAN, INCKTC/AMG HOLDINGS CORP. (THE "“COMPANY"”), RICE RSTW PARTNERS IIIII, L.P., F- SOUTHLANDMASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, FF-SOUTHLANDMASSMUTUAL CORPORATE INVESTORS, L.P., F-JOTAN, L.L.C. MASSMUTUAL PARTICIPATION INVESTORS AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH SHAREHOLDER AGREEMENT SIGNATORIES THERETO (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." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.”

Stock Legend. Without limiting the provisions of Section 2.02 hereof, the First Supplemental Warrant The Warrants and the First Supplemental Preferred 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 First Supplemental Warrants and the Warrant or the First Supplemental Preferred Shares, as the case may be, Shares under the Securities Act or under applicable state securities laws, the First Supplemental Preferred Shares and, laws at the time of exercise of a First Supplemental Warrant, any stock certificate issued pursuant to the exercise of a First Supplemental Warrant will bear the following (or substantially equivalent) legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) REGISTRATION UNDER OR EXEMPTION FROM SUCH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS, INCLUDINGAND (II) UNDER CERTAIN CIRCUMSTANCES, WITHOUT LIMITATIONIF REQUESTED BY PRECISE HOLDING CORPORATION (THE "COMPANY"), AN OPINION OF COUNSEL, WHICH COUNSEL SHALL BE REASONABLY ACCEPTABLE TO THE NORTH CAROLINA COMPANY, TO THE EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE THE ACT OR ANY APPLICABLE STATE SECURITIES ACT, AS AMENDED, THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND THE GEORGIA SECURITIES ACT OF 1973, AS AMENDEDLAWS, AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS (INCLUDING TRANSFER RESTRICTIONS) OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28MARCH 29, 1997 1996, BY AND AMONG JOTAN, INC. (THE "COMPANY"), COMPANY AND RICE PARTNERS II, L.P., F- SOUTHLANDXXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY, FF-SOUTHLANDDELAWARE STATE EMPLOYEES' RETIREMENT FUND, L.P.DECLARATION OF TRUST FOR DEFINED BENEFIT PLANS OF ZENECA HOLDINGS INC. AND DECLARATION OF TRUST FOR DEFINED BENEFIT PLANS OF ICI AMERICAN HOLDINGS INC. (COLLECTIVELY, F-JOTANTHE "PURCHASER") AND A SHAREHOLDER AGREEMENT, L.L.C. DATED AS OF MARCH 29, 1996, BY AND AMONG THE COMPANY, THE PURCHASER AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH SHAREHOLDER AGREEMENT THERETO (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY." All shares of In addition, until such time as this Agreement is no longer in effect, the Company will cause any stock certificate evidencing any Capital Stock of the Company subject to bear the Shareholder Agreement will bear legend set forth above (or a legend to such effectsubstantially equivalent legend).

Stock Legend. Without limiting The stock certificates representing 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 certificate issued pursuant to the exercise of a First Supplemental Warrant will bear 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 MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND EVOLVED TECHNOLOGY, LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, 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 WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, LAW AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED WITHOUT SUCH REGISTRATION UNDER OR UNLESS A VALID EXEMPTION FROM SUCH ACT REGISTRATION IS AVAILABLE 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 JOTANWEBXU, 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 HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR RESTATED FROM TIME TO TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANYSTATE SECURITIES LAW." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. Without limiting the provisions of Section 2.02 hereof, ------------ the First Supplemental Warrants, the Warrant Shares 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 Warrants, the Warrant Shares or the First Supplemental 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 First Supplemental Preferred Shares and, at the time of exercise of a First Supplemental Warrant, any stock certificate issued pursuant to the exercise of a First Supplemental Warrant will bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES 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- 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 TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. Without limiting the provisions of Section 2.02 hereof, the First Supplemental Warrant Warrant, and the First Supplemental Preferred 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 First Supplemental Warrant or and the First Supplemental Preferred Shares, as the case may be, Warrant Shares 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 certificate issued pursuant to the exercise of a First Supplemental Warrant will bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES 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, AND 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 PRIORITY WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28, 1997 AMONG BETWEEN JOTAN, INC. (THE "COMPANY"), ) AND RICE PARTNERS II, L.P.L.P. ("RICE"), F- DATED AS OF APRIL 14, 1998, AND A PRIORITY SHAREHOLDER AGREEMENT, DATED AS OF APRIL 14, 1998, AMONG COMPANY, RICE, F-SOUTHLAND, L.L.C., FF-SOUTHLAND, L.P., F-JOTAN, L.L.C. AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH PRIORITY 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." All shares of Capital Stock of the Company subject to the Priority Shareholder Agreement will bear a legend to such effect.

Stock Legend. Without limiting the provisions of Section 2.02 hereof, the First Supplemental Warrant and the First Supplemental Preferred Shares have not been registered under Each certificate representing the Securities Act shall be stamped or qualified under otherwise imprinted with legends substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" 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 certificate issued pursuant to the exercise of a First Supplemental Warrant will bear the following legend: "): THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE (ATHE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES THAT: (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SHARES EXCEPT (A) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S; OR (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANOTHER THEN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND STATE SECURITIES LAWS OR; (C) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS; OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO ANY SUCH TRANSFER, IT WILL FURNISH TO XL GENERATION INTERNATIONAL INC. AND THE TRANSFER AGENT FOR THE SHARES SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS XL GENERATION INTERNATIONAL INC. OR SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR STATE SECURITIES LAWS; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE SHARES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF CONDUCTED UNLESS IN COMPLIANCE WITH 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." All shares of Capital Stock The Company agrees to reissue certificates representing any of the Company subject Shares, without the legend set forth above if at such time, prior to making any transfer of any such Shares, such holder thereof shall give written notice to the Shareholder Agreement Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will bear not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a legend registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such effectregistration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Shares is required to be issued to a purchaser without a legend, in lieu of delivering physical certificates representing the Shares, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the 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. Without limiting the provisions of Section 2.02 hereofDURING THE LOCK-UP PERIOD, the First Supplemental Warrant Stockholder agrees 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 certificate issued pursuant consents to the exercise entry of a First Supplemental Warrant 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 bear contain the following legendlegend on each certificate: "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) ARE DESIGNATED AS RESTRICTED SHARES PURSUANT TO THE TERMS OF, AND ARE SUBJECT TO THE PROVISIONS OF, A LOCK-UP AGREEMENT DATED [________, 2001] AS MAY BE AMENDED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT AS THEREIN PROVIDED. THE CORPORATION WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAWS, ACT")OR WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND THEREFORE MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH ACT REGISTRATION AND ALL APPLICABLE STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, ONLY IN ACCORDANCE WITH RULE 144 OF 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." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. Without limiting The stock certificates representing 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 certificate issued pursuant to the exercise of a First Supplemental Warrant will bear 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 MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, 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 WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, LAW AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED WITHOUT SUCH REGISTRATION UNDER OR UNLESS A VALID EXEMPTION FROM SUCH ACT REGISTRATION IS AVAILABLE 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 JOTANWEBXU, 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 HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR RESTATED FROM TIME TO TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANYSTATE SECURITIES LAW." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. Without limiting the provisions of Section 2.02 hereof, the First Supplemental Warrants, the Warrant Shares 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 Warrants, the Warrant Shares 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 certificate issued pursuant to the exercise of a First Supplemental Warrant will bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES 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- 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 TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.