Common use of Legend Clause in Contracts

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.

Legend. Seller acknowledges and agrees that the The certificates representing the Executive Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER , 2002, BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT DATED NOVEMBER 22, 2002 AMONG NATIONAL WATERWORKS HOLDINGS, INC. AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF NATIONAL WATERWORKS HOLDINGS, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER."

Legend. Seller acknowledges and agrees that The Company will issue the certificates representing Securities purchased by Investor in the Stock Consideration may contain a legend in form acceptable to Parent, including name of Investor. The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER THESE SECURITIES NOR ANY STATE OR OTHER JURISDICTION, AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (1B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RULE 144 PROMULGATED UNDER THE SECURITIES ACT, IF AVAILABLE, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ALL ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. JURISDICTION.” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 A LETTER AGREEMENT, DATED AS OF THAT JULY 29, 2016, BETWEEN, AMONG OTHERS, CARDCONNECT CORP. AND CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN STOCKHOLDERS OF CARDCONNECT CORP. SIGNATORY THERETO (THE COMPANY “LETTER AGREEMENT”) AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TERM THEREOF PURSUANT TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON TERMS SET FORTH IN THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERLETTER AGREEMENT.”

Legend. Seller acknowledges and agrees that In the certificates representing event the Stock Consideration may contain Company issues certificated LLC Interests or other Equity Securities, such certificated Equity Securities shall bear a legend in form acceptable similar to Parent, including the following legendfollowing: “THE SECURITIES LLC INTERESTS REPRESENTED HEREBY BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR THE APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS OF ANY (“STATE OR OTHER JURISDICTIONACTS”), AND MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION UNDER OR QUALIFICATION THEREUNDER. “THE SECURITIES ACT TRANSFER OF THE SECURITIES, OR ANY INTEREST THEREIN, IS SUBJECT TO THE RESTRICTIONS AND CONDITIONS SPECIFIED IN THAT CERTAIN LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF APRIL 23, 2018, AS AMENDED AND MODIFIED FROM TIME TO TIME (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT“LLC AGREEMENT”), IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS GOVERNING THE ISSUER HEREOF (THE “COMPANY”), BY AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSAMONG ITS MEMBERS. THE SECURITIES REPRESENTED HEREBY ARE MAY ALSO BE SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS, CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE VESTING PROVISIONS, REPURCHASE OPTIONS, OFFSET RIGHTS AND REDEMPTION PROVISIONS SET FORTH IN THE LLC AGREEMENT ENTERED INTO BETWEEN OR A SEPARATE AGREEMENT WITH THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, INITIAL HOLDER. A COPY OF THE LLC AGREEMENT, AND ANY SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF SEPARATE AGREEMENT, SHALL BE FURNISHED BY THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERWRITTEN REQUEST AND WITHOUT CHARGE.” If a holder of certificated Equity Securities delivers to the Company an opinion of counsel, satisfactory in form and substance to the Manager (which opinion may be waived by the Manager), that no subsequent transfer of such Equity Securities shall require registration under the Securities Act or qualification under state securities or “blue sky” laws for further transfers, then the Company shall promptly upon such contemplated transfer deliver new Equity Securities of like tenor which do not bear the portion of the restrictive legend relating to the Securities Act and state securities or “blue sky” laws set forth in this Section 8.4.

Legend. Seller acknowledges and agrees that the The certificates representing the Employee Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF DECEMBER 19, 2003, BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT DATED DECEMBER 19, 2003 AMONG THL BEDDING HOLDING COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THL BEDDING HOLDING COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER."

Legend. Seller acknowledges and agrees that the The certificates representing the Restricted Shareholder Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT DATED AS OF APRIL 18, 2006 BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT DATED DECEMBER 19, 2003 AMONG THL BEDDING HOLDING COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THL BEDDING HOLDING COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER."

Legend. Seller acknowledges and agrees It is understood that the certificates representing the Stock Consideration may contain a legend Purchased Units, as represented in form acceptable to Parentone or more accounts with DTC, including will bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAMENDED, AND IS SUBJECT TO THE TERMS OF THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, AS AMENDED, OF ENERGY TRANSFER PARTNERS, L.P. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ENERGY TRANSFER PARTNERS, L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, SOLDRESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IF SUCH TRANSFER WOULD (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER VIOLATE THE SECURITIES ACT THEN APPLICABLE FEDERAL OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF ENERGY TRANSFER PARTNERS, L.P. UNDER THE LAWS OF OTHER JURISDICTIONSTHE STATE OF DELAWARE, AND IN OR (C) CAUSE ENERGY TRANSER PARTNERS, L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE CASE EXTENT NOT ALREADY SO TREATED OR TAXED). ETP GP LP, THE GENERAL PARTNER OF A TRANSACTION EXEMPT FROM REGISTRATIONENERGY TRANSFER PARTNERS, UNLESS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE COMPANY HAS RECEIVED TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSRESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF ENERGY TRANSER PARTNERS, L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF THAT CERTAIN ASSET PURCHASE AGREEMENT ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO BETWEEN THROUGH THE COMPANY AND THE STOCKHOLDER FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED OR ADMITTED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERTRADING.

Legend. Seller acknowledges and agrees that the The certificates representing the Restricted Shareholder Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT DATED AS OF APRIL 17, 2006 BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT DATED DECEMBER 19, 2003 AMONG THL BEDDING HOLDING COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THL BEDDING HOLDING COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER."

Legend. Seller acknowledges and agrees that The following legend shall be placed on all certificates issued representing Awarded Shares: On the certificates representing face of the Stock Consideration may contain a legend in form acceptable to Parent, including the following legendcertificate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT “TRANSFER OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE THIS STOCK IS RESTRICTED IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND CONDITIONS PRINTED ON THE SECURITIES LAWS REVERSE OF OTHER JURISDICTIONS, AND IN THIS CERTIFICATE.” On the reverse: “THE CASE SHARES OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN AND THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, BY AND BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFPARTICIPANT, A COPY DATED AS OF SUCH AGREEMENT IS 20 , COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTIN OKLAHOMA CITY, OKLAHOMA. NO TRANSFER OR PLEDGE OF SUCH SECURITIES WILL THE SHARES EVIDENCED HEREBY MAY BE MADE ON EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE BOOKS PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.” The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws: “SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH SUCH LAWS, AS TO WHICH THE TERMS COMPANY MAY RELY UPON AN OPINION OF SUCH RESTRICTION ON TRANSFERCOUNSEL SATISFACTORY TO THE COMPANY.” All Awarded Shares owned by the Participant shall be subject to the terms of this Agreement and shall be represented by a certificate or certificates bearing the foregoing legend.

Legend. Seller acknowledges and agrees that In addition to any other legend which may be required by applicable law, each share certificate representing shares which are subject to this Agreement shall have endorsed, to the certificates representing the Stock Consideration may contain a legend in form acceptable to Parentextent appropriate, including upon its face the following legendwords: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND . SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) PURSUANT TO AN (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ALL OR APPLICABLE STATE SECURITIES LAWS AND LAW, RELATING TO THE SECURITIES LAWS DISPOSITION OF OTHER JURISDICTIONSSECURITIES, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONINCLUDING RULE 144, UNLESS THE COMPANY HAS RECEIVED PROVIDED AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT THE COMPANY, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSLAW IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER PURSUANT TO SECTION 8.10 COMPLIES WITH THE PROVISIONS OF THAT CERTAIN ASSET PURCHASE A STOCKHOLDER AGREEMENT ENTERED INTO BETWEEN DATED AS OF AUGUST 27, 1999 (THE COMPANY AND THE "STOCKHOLDER LISTED ON THE FACE HEREOFAGREEMENT"), A COPY OF SUCH AGREEMENT WHICH IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTCOMPANY. NO TRANSFER OF SUCH THE SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSTOCKHOLDER AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO OTHER RIGHTS AND OBLIGATIONS AS SET FORTH IN THE STOCKHOLDER AGREEMENT.

Legend. Seller acknowledges and agrees that the certificate or certificates representing evidencing the Stock Consideration may contain a Buyer Shares will bear the legend in form acceptable to Parent, including the following legendset forth below: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE UNDER ANY U.S. STATE SECURITIES LAWS OF LAWS. NEITHER THIS SECURITY NOR ANY STATE INTEREST OR OTHER JURISDICTION, AND PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS DISPOSED OF OTHER JURISDICTIONS, AND IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED SUCH REGISTRATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY ACCEPTABLE TO IT THE COMPANY, STATING THAT SUCH TRANSACTION DOES NOT REQUIRE SALE, TRANSFER OR ASSIGNMENT IS EXEMPT FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER QUALIFICATION REQUIREMENTS UNDER APPLICABLE U.S. STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE CORPORATION OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFTORONTO STOCK EXCHANGE (“TSX”); HOWEVER, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE COMPANY TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES WILL IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON TSX. THE NOTATION REQUIRED BY TSX CAN BE MADE ON REMOVED FROM THE BOOKS FACE OF THIS CERTIFICATE WHEN ALL OTHER NOTATIONS THAT THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSECURITIES ARE NOT FREELY TRANSFERABLE CAN BE LEGALLY REMOVED FROM THIS CERTIFICATE.”

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain Each Warrant Certificate shall bear a legend in form acceptable to Parent, including substantially the following legendform: “ANY TRANSFER OF THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT (THE “WARRANT AGREEMENT”) DATED AS OF [DATE] BETWEEN ALION SCIENCE AND TECHNOLOGY CORPORATION (THE “COMPANY”) AND WILMINGTON TRUST, NATIONAL ASSOCIATION AS WARRANT AGENT. BY ACCEPTING DELIVERY OF THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE, ANY TRANSFEREE SHALL BE DEEMED TO HAVE AGREED TO BE BOUND BY THE WARRANT AGREEMENT AS IF THE TRANSFEREE HAD EXECUTED AND DELIVERED THE WARRANT AGREEMENT.” Each Global Warrant will bear legends required by the Depository substantially in the following form: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF 1933THE DEPOSITORY TRUST COMPANY, AS AMENDED A NEW YORK CORPORATION (THE "SECURITIES ACT"“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE SECURITIES LAWS NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY STATE PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED USE HEREOF FOR VALUE OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND RESTRICTIONS SET FORTH IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY WARRANT AGREEMENT REFERRED TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE REVERSE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.”

Legend. Seller acknowledges and agrees that the certificates Each certificate representing the Stock Consideration may contain a legend Securities shall be stamped or otherwise imprinted with legends substantially in form acceptable to Parent, including the following legend: form (in addition to any legend required by applicable state securities or "blue sky" laws): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR ARCH MANAGEMENT SERVICES INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THE SECURITY OR SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD TO ANY PERSON EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT: (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SHARES EVIDENCED HEREBY EXCEPT (A) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S OR (B) PURSUANT TO AN THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT ANOTHER THEN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE ACT AND STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSOR, AND (C) IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER OR ANY APPLICABLE STATE LAWS. , OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES REPRESENTED HEREBY ARE SUBJECT ACT (AND WHICH CONTINUES TO CERTAIN RESTRICTIONS ON BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO ANY SUCH TRANSFER, IT WILL FURNISH TO ARCH MANAGEMENT SERVICES INC. AND THE TRANSFER AGENT FOR THE COMMON STOCK 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 SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE REGISTRATION REQUIREMENTS OF THE COMPANY SECURITIES ACT OR STATE SECURITIES LAWS; AND SUCH RESTRICTION ON TRANSFER (3) IT WILL BE PROVIDED DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE HOLDER HEREOF UPON REQUESTEFFECT OF THIS LEGEND. NO TRANSFER OF SUCH FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES WILL EVIDENCED HEREBY MAY NOT BE MADE ON THE BOOKS OF THE COMPANY CONDUCTED UNLESS ACCOMPANIED BY EVIDENCE OF IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERACT. The Company agrees to reissue certificates representing any of the Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Shares or Warrant 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 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 registration 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 or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant 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 or Warrant 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).

Legend. Seller acknowledges and agrees that Each certificate evidencing the certificates representing Shares issued upon exercise of this Warrant, or transfer of such Shares (other than a transfer registered under the Stock Consideration may contain Securities Act or any subsequent transfer of shares so registered) shall be stamped or imprinted with a legend in form acceptable to Parent, including substantially the following legendform: THE THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION(COLLECTIVELY, THE “ACTS”), AND MAY NOT BE OFFERED, SOLDSOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ACTS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL IS DELIVERED TO THE COMPANY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER ALL APPLICABLE ACTS OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSACT. THE SECURITIES REPRESENTED HEREBY ARE RIGHT TO VOTE AND THE SALE OR TRANSFER OF THIS WARRANT AND THE SHARES OBTAINABLE UPON ITS EXERCISE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED MARCH 24, 2006 BY AND AMONG THE HOLDER HEREOF AND OTHER STOCKHOLDERS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY COMPANY. COPIES OF SUCH AGREEMENT IS ON FILE AT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE PRINCIPAL OFFICE SECRETARY OF THE COMPANY COMPANY. THE RIGHT TO TRANSFER THE SECURITIES AND SUCH RESTRICTION RECEIVE CERTAIN DIVIDENDS ON TRANSFER WILL BE PROVIDED AND WITH RESPECT TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON IS SUBJECT TO THE BOOKS TERMS AND CONDITIONS OF THE SERIES A PREFERRED STOCK PURCHASE WARRANT DATED MARCH 24, 2006 ISSUED BY THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE (THE “WARRANT”). COPIES OF COMPLIANCE WITH THE TERMS WARRANT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF SUCH RESTRICTION ON TRANSFERTHE COMPANY.

Legend. Seller acknowledges Each Investor and Controlling Stockholder hereby agrees that each outstanding certificate representing Shares issued to any of them, or any certificate issued in exchange for or upon conversion of any similarly legended certificate, shall, unless sold in a transaction exempted from the certificates representing the Stock Consideration may contain operation of Section 2.2 above, bear a legend in form acceptable to Parent, including the following legendreading substantially as follows: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF UNDER ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS, AND MAY NOT BE OFFEREDOFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE COMPANY, SOLDIF THE COMPANY SO REQUESTS, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AN OPINION OF COUNSEL (1REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) PURSUANT TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT QUALIFICATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY THESE SHARES THAT HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSBEEN SO REGISTERED (OR QUALIFIED). THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ALSO ARE SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT AND OBLIGATIONS, TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE WHICH ANY TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF, A COPY AS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF SUCH AGREEMENT IS ON FILE AT NOVEMBER 1, 1996, COPIES OF WHICH MAY BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTCOMPANY. NO TRANSFER OF SUCH SECURITIES SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERAGREEMENT AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT.

Legend. Seller acknowledges and agrees that the The certificates representing the Restricted Shareholder Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT DATED AS OF APRIL 17, 2006 BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS’ AGREEMENT DATED DECEMBER 19, 2003 AMONG THL BEDDING HOLDING COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THL BEDDING HOLDING COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.”

Legend. Seller acknowledges and agrees that the The certificates representing the Restricted Shareholder Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF SEPTEMBER 29, 2006 BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS’ AGREEMENT DATED DECEMBER 19, 2003 AMONG THL BEDDING HOLDING COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THL BEDDING HOLDING COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.”

Legend. Seller Such Daifu Shareholder acknowledges and agrees that the certificates certificate(s) representing such Daifu Shareholder’s pro rata portion of the Stock Consideration may contain Company Shares shall each prominently set forth on the face or back thereof a legend in form acceptable to Parent, including substantially the following legendform: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SECURITIES NOR ANY STATE OR OTHER JURISDICTION, AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT OR ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH OTHER TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BY THIS CERTIFICATE MAY NOT BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY CONDUCTED UNLESS ACCOMPANIED BY EVIDENCE OF IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSECURITIES ACT.

Legend. Seller acknowledges and agrees that the The certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including Employee Units will bear the following legend: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE, REPURCHASE RIGHTS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED UNIT AGREEMENT DATED AS OF JUNE 30, 2006, BETWEEN THE COMPANY, HAWKEYE HOLDINGS, INC. AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS AGREEMENT DATED JUNE 30, 2006 AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS EQUITY INTERESTS. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.”

Legend. Seller acknowledges and agrees It is understood that the certificates representing the Stock Consideration may contain a legend Purchased Units, as represented in form acceptable to Parentone or more accounts with DTC, including will bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAMENDED, AND IS SUBJECT TO THE TERMS OF THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF REGENCY ENERGY PARTNERS LP. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF REGENCY ENERGY PARTNERS LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, SOLDRESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IF SUCH TRANSFER WOULD (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER VIOLATE THE SECURITIES ACT THEN APPLICABLE FEDERAL OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF REGENCY ENERGY PARTNERS LP UNDER THE LAWS OF OTHER JURISDICTIONSTHE STATE OF DELAWARE, AND IN OR (C) CAUSE REGENCY ENERGY PARTNERS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE CASE EXTENT NOT ALREADY SO TREATED OR TAXED). REGENCY GP LP, THE GENERAL PARTNER OF A TRANSACTION EXEMPT FROM REGISTRATIONREGENCY ENERGY PARTNERS LP, UNLESS MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE COMPANY HAS RECEIVED TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSRESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF REGENCY ENERGY PARTNERS LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF THAT CERTAIN ASSET PURCHASE AGREEMENT ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO BETWEEN THROUGH THE COMPANY AND THE STOCKHOLDER FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED OR ADMITTED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERTRADING.

Legend. Seller acknowledges and agrees that the certificates Each certificate representing the Stock Consideration may contain Preferred Shares, the Warrants and Warrant Shares and if appropriate, securities issued upon conversion or exercise thereof, shall be stamped or otherwise imprinted with a legend substantially in form acceptable to Parent, including the following legend: THE form (in addition to any legend required by applicable state securities or “blue sky” laws): “THESE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” Each certificate representing the Preferred Shares, the Warrants and Warrant Shares and if appropriate, securities issued upon conversion or exercise thereof, if such securities are being offered to Purchasers in reliance upon Regulation S, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT OR ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH OTHER TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BY THIS CERTIFICATE MAY NOT BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY CONDUCTED UNLESS ACCOMPANIED BY EVIDENCE OF IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSECURITIES ACT.” The Company agrees to reissue certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such sale and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144(i) under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement).

Legend. Seller acknowledges A copy of this Agreement shall be filed with the Secretary of the Company and agrees that kept with the certificates records of the Company. Each certificate representing the Stock Consideration may contain a legend Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in form acceptable to Parent, including the following legendforms, with such modifications or adjustments thereto as may be necessary or appropriate under the circumstances pursuant to applicable laws, rules or regulations or upon the advice of outside counsel: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER ANY FOREIGN JURISDICTION, AND . THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 RESTRICTED BY THE TERMS OF THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN STOCKHOLDERS AGREEMENT, DATED APRIL 30, 2015, AMONG THE COMPANY CORPORATION AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, STOCKHOLDERS NAMED THEREIN. A COPY OF SUCH THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE STOCKHOLDERS AGREEMENT IS ON FILE MAY BE INSPECTED AT THE CORPORATION’S PRINCIPAL OFFICE OF OFFICE. THE COMPANY AND SUCH RESTRICTION ON TRANSFER CORPORATION WILL BE PROVIDED TO NOT REGISTER THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY CORPORATION UNLESS ACCOMPANIED BY EVIDENCE OF AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERTHE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE STOCKHOLDERS AGREEMENT.

Legend. Seller acknowledges and agrees that During the certificates Term, each certificate representing the Stock Consideration may contain a legend in form acceptable to Parent, including Shares shall bear the following legend, or a similar legend reasonably deemed by the Company to constitute an appropriate notice of the provisions hereof and the applicable securities laws (any such certificate not having such legend shall be surrendered upon demand by the Company and so endorsed): On the face of the certificate: TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE. On the reverse: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT SHARES OF 1933, AS AMENDED STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN STOCKHOLDER AGREEMENT (THE "SECURITIES ACTAGREEMENT")) BY AND AMONG CORAM, OR INC. (THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION"COMPANY") AND CERTAIN STOCKHOLDERS THEREOF, AND MAY NOT BE OFFEREDDATED DECEMBER 29, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF2000, A COPY OF SUCH AGREEMENT WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL MAY BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTINSPECTED DURING NORMAL BUSINESS HOURS. NO TRANSFER OR PLEDGE OF THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID AGREEMENT. IN ADDITION, THE COMPANY IS ENTITLED UNDER THE AGREEMENT TO ACQUIRE THE SHARES OF THE COMPANY'S STOCK OWNED BY A STOCKHOLDER, OR HELD BY A TRANSFEREE OF SUCH SECURITIES WILL BE MADE ON SHARES, IN THE BOOKS EVENT OF CERTAIN VIOLATIONS OF THE AGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE, OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID AGREEMENT. THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT PURPOSES ONLY AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH OR EXEMPT FROM SUCH LAWS, AND UPON EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH OR EXEMPTION FROM SUCH LAWS, AS TO WHICH THE TERMS COMPANY MAY RELY UPON AN OPINION OF SUCH RESTRICTION ON TRANSFERCOUNSEL REASONABLY SATISFACTORY TO THE COMPANY. Each Stockholder shall promptly surrender the certificates representing its Shares to the Company so that the Company may affix the foregoing legends thereto. A copy of this Agreement shall be kept on file in the principal office of the Company. Upon termination of all applicable restrictions set forth herein and upon tender to the Company of the appropriate stock certificates, the Company shall reissue to the holder of such stock certificates new stock certificates which shall contain only the second paragraph of the restrictive legend set forth above. This legend may be modified from time to time by the Board of Directors of the Company to conform to applicable law or to this Agreement.

Legend. Seller acknowledges and (a) Each Purchaser agrees that the all certificates or other instruments, if any, representing the Stock Consideration may contain Securities subject to this Agreement will bear a legend and with respect to Securities held in form acceptable book-entry form, the Transfer Agent will record a legend on the share register substantially to Parent, including the following legendeffect: THE SECURITIES REPRESENTED HEREBY HAVE BY THIS INSTRUMENT ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER OF THE CORPORATION WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST SHOULD BE ADDRESSED TO THE CORPORATION OR THE TRANSFER AGENT. THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES SUCH ACT AND OR SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 SET FORTH IN AN INVESTMENT AGREEMENT, EFFECTIVE AS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFEFFECTIVENESS DATE THEREOF, A COPY COPIES OF SUCH AGREEMENT IS WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AT THE CORPORATION’S PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFEREXECUTIVE OFFICES.

Legend. Seller The Subscriber acknowledges and agrees understands that the certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including Warrants or the shares of common stock will be stamped with the following legendlegends (or substantially equivalent language) restricting transfer in the following manner: If the Subscriber is a Canadian resident: “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT BEEN REGISTERED A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT"), OR THE ANY U.S. STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS, AND AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED, OFFERED OR SOLD, PLEDGED DIRECTLY OR OTHERWISE TRANSFERRED INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT OR (2) 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES LAWS OF OTHER JURISDICTIONS, MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” and “UNLESS PERMITTED UNDER SECURITIES ACT LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND SUCH OTHER APPLICABLE LAWS. A DAY AFTER THE LATER OF (i) THE PURCHASE OF THESE SECURITIES AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.” If the Subscriber is a U.S. resident: “NONE OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO CERTAIN RESTRICTIONS ON TRANSFER U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE COMPANY AND 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE REGISTRATION REQUIREMENTS OF THE COMPANY 1933 ACT AND SUCH RESTRICTION ON TRANSFER WILL IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY CONDUCTED UNLESS ACCOMPANIED BY EVIDENCE OF IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” and if the Shares are being sold outside of the United States in accordance with Rule 904 of Regulation S, the legend Regulations S legend may be removed by providing a declaration to the Company’s registrar and transfer agent in such form as the Company may prescribe, including an opinion of counsel that such sale complies with the requirements of the U.S. Securities Act;

Legend. Seller acknowledges (a) In addition to the legend set forth in Exhibit A to the Unit Agreement, dated as of March 14, 1997 between the Company and agrees that United States Trust Company of New York, as Unit Agent and Transfer Agent, each certificate evidencing Securityholder Shares and each certificate issued in exchange for or upon the certificates representing the Stock Consideration may contain transfer of any Securityholder Shares (if such shares remain Securityholder Shares as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend in form acceptable to Parent, including substantially the following legendform: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH 14, 1997, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO A REGISTRATION RIGHTS AND SECURITYHOLDERS AGREEMENT DATED AS OF MARCH 14, 1997, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE "SECURITIES ACTCOMPANY") AND CERTAIN OF THE COMPANY'S SECURITYHOLDERS (THE "SECURITYHOLDERS AGREEMENT"), OR THE SECURITIES LAWS . HOLDERS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT AND THEIR TRANSFEREES SHALL BE DEEMED TO CERTAIN RESTRICTIONS HAVE AGREED TO THE TERMS OF THE SECURITYHOLDERS AGREEMENT, WHICH INCLUDE, WITHOUT LIMITATION, OBLIGATIONS OF THE HOLDERS AND TRANSFEREES HEREOF TO SELL THE SECURITIES REPRESENTED HEREBY IN A "SALE OF COMPANY" (AS DEFINED THEREIN) ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY TERMS AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, CONDITIONS SET FORTH THEREIN. A COPY OF SUCH THE SECURITYHOLDERS AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON WRITTEN REQUEST." The Company shall imprint such legend on certificates evidencing Securityholder Shares outstanding prior to the date hereof. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERThe legend set forth above shall be removed from the certificates evidencing any shares which cease to be Securityholder Shares.

Legend. Seller acknowledges and agrees The Investors agree that the certificates representing the Stock Consideration may contain Shares and Underlying Securities will bear a legend in form acceptable substantially to Parent, including the following legendeffect and, in the case of the Underlying Securities, with such modifications as may reasonably be required: “THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON CONVERSION OF SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES SUCH ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE SUCH LAWS AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS THE TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENTS REFERRED TO BELOW (AS SUCH AGREEMENTS MAY BE AMENDED FROM TIME TO TIME). THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF AN INVESTMENT AGREEMENT, DATED AS OF JULY 23, 2009, BY AND AMONG THE ISSUER OF THIS INSTRUMENT AND THE SECURITIES LAWS INVESTORS AND THE INVESTORS’ REPRESENTATIVE REFERRED TO THEREIN AND AN AMENDED AND RESTATED STOCKHOLDER AGREEMENT, DATED AS OF OTHER JURISDICTIONSJULY , 2009, BY AND IN AMONG THE CASE ISSUER OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THIS INSTRUMENT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY INVESTORS AND THE INVESTORS’ REPRESENTATIVE REFERRED TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSTHEREIN. THE SECURITIES REPRESENTED HEREBY ARE BY THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON CONVERSION OF SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE VOID. THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SECTION 8.10 SAID AGREEMENTS, COPIES OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN WHICH WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. THE COMPANY IS AUTHORIZED TO ISSUE DIFFERENT CLASSES AND SUCH RESTRICTION ON TRANSFER SERIES OF STOCK. THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS AND SERIES OF STOCK AND THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES FOR EACH CLASS AND SERIES OF STOCK (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF FUTURE CLASSES AND SERIES OF STOCK) WILL BE PROVIDED FURNISHED WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS SECRETARY OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERAT ITS PRINCIPAL OFFICE.”

Legend. Seller acknowledges The Membership Interests have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. To the extent such Membership Interests have been certificated, each certificate (if any) evidencing Membership Interests and agrees that each certificate issued in exchange for or upon the certificates representing the Stock Consideration may contain Transfer of any Membership Interests shall be stamped or otherwise imprinted with a legend in form acceptable to Parent, including substantially the following legendform: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [INSERT DATE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR . THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER IN THE SECURITIES ACT OR (2) PURSUANT TO ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND ACT OR IN THE CASE ABSENCE OF A TRANSACTION EXEMPT AN EXEMPTION FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSTHEREUNDER. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT SPECIFIED IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF MARCH 10, 2013, AS AMENDED AND MODIFIED FROM TIME TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN TIME. THE COMPANY AND RESERVES THE STOCKHOLDER LISTED ON RIGHT TO REFUSE THE FACE HEREOF, TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF CONDITIONS SHALL BE FURNISHED BY THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTWRITTEN REQUEST AND WITHOUT CHARGE.” The Company shall imprint such legend on certificates (if any) evidencing Membership Interests. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERThe legend set forth above shall be removed from the certificates (if any) evidencing any Membership Interests which cease to be Membership Interests in accordance with the definition thereof. Notwithstanding the foregoing, to the extent the Membership Interests are not certificated, this Agreement will contain a legend in substantially the form stated above.

Legend. Seller acknowledges and agrees that The certificates evidencing the certificates representing the Stock Consideration may contain a legend in form acceptable BOLD Shares issued to Parent, including such Lot78 Shareholder will bear the following legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SECURITIES NOR ANY STATE OR OTHER JURISDICTION, AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO IT THE COMPANY, THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 PROVISIONS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERREGULATION S HAVE BEEN SATISFIED.

Legend. Seller acknowledges and The Investor agrees that all certificates or other instruments representing Convertible Preferred Stock and any Common Stock issued upon conversion of the certificates representing the Convertible Preferred Stock Consideration may contain will bear a legend in form acceptable substantially to Parent, including the following legendeffect: THE SECURITIES REPRESENTED HEREBY HAVE “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR OTHER JURISDICTION, AND PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT OR (2) ACT. THIS INSTRUMENT IS ISSUED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE IS ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 AND OTHER PROVISIONS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO AN INVESTMENT AGREEMENT, DATED AS OF OCTOBER 27, 2008, BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFINVESTOR REFERRED TO THEREIN, A COPY OF SUCH AGREEMENT WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICE OF ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT SUCH RESTRICTION ON CERTIFICATES, OPINIONS OF COUNSEL AND OTHER INFORMATION AS MAY BE REASONABLY REQUESTED TO CONFIRM THAT THE TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE COMPLIES WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERFOREGOING RESTRICTIONS.”

Legend. Seller acknowledges and agrees that the certificates Any certificate representing the Stock Consideration Shares issued to The Regents subject to the provisions of this Agreement may contain have endorsed thereon a legend in form acceptable or legends to Parent, including substantially the following legendeffects: “THE SECURITIES SALE OF THE SHARES REPRESENTED HEREBY HAVE BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (NOR QUALIFIED UNDER THE "CALIFORNIA CORPORATE SECURITIES ACT")LAW OF 1968, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SECURITIES LAWS OF ANY STATE SALE OR OTHER JURISDICTION, AND DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO EFFECTED WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OF 1933, AND QUALIFICATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSLAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR AN OPINION OF COUNSEL REASONABLY IN A FORM SATISFACTORY TO IT LICENSEE THAT SUCH TRANSACTION DOES REGISTRATION AND QUALIFICATION ARE NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OF 1933 AND SUCH OTHER APPLICABLE STATE SECURITIES LAWS. .” “THE SECURITIES STOCK REPRESENTED HEREBY ARE BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 TO, AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH, A STOCK ISSUANCE AGREEMENT DATED IN OR AROUND DAY OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO 202 BETWEEN THE COMPANY LICENSEE AND THE STOCKHOLDER LISTED ON THE FACE HEREOFHOLDER OF THESE SECURITIES, A COPY OF SUCH AGREEMENT WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF LICENSEE. BY ACCEPTING ANY INTEREST IN SUCH SHARES THE COMPANY AND PERSON HOLDING SUCH RESTRICTION ON TRANSFER INTEREST WILL BE PROVIDED DEEMED TO AGREE TO AND WILL BECOME BOUND BY ALL THE HOLDER HEREOF UPON REQUEST. NO TRANSFER PROVISIONS OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSAID AGREEMENT.”

Legend. Seller acknowledges The Membership Interests have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. To the extent such Membership Interests have been certificated, each certificate (if any) evidencing Membership Interests and agrees that each certificate issued in exchange for or upon the certificates representing the Stock Consideration may contain Transfer of any Membership Interests shall be stamped or otherwise imprinted with a legend in form acceptable to Parent, including substantially the following legendform: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [INSERT DATE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR . THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER IN THE SECURITIES ACT OR (2) PURSUANT TO ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND ACT OR IN THE CASE ABSENCE OF A TRANSACTION EXEMPT AN EXEMPTION FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSActive 14598351.7 16 THEREUNDER. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT SPECIFIED IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF DECEMBER 10, 2013, AS AMENDED AND MODIFIED FROM TIME TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN TIME. THE COMPANY AND RESERVES THE STOCKHOLDER LISTED ON RIGHT TO REFUSE THE FACE HEREOF, TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF CONDITIONS SHALL BE FURNISHED BY THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTWRITTEN REQUEST AND WITHOUT CHARGE.” The Company shall imprint such legend on certificates (if any) evidencing Membership Interests. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERThe legend set forth above shall be removed from the certificates (if any) evidencing any Membership Interests which cease to be Membership Interests in accordance with the definition thereof. Notwithstanding the foregoing, to the extent the Membership Interests are not certificated, this Agreement will contain a legend in substantially the form stated above.

Legend. Seller acknowledges and The Investor agrees that the all certificates or other instruments representing the Stock Consideration may contain Purchased Securities will bear a legend in form acceptable substantially to Parent, including the following legendeffect: THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDTRANSFERRED, SOLDSOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AS PERMITTED BY, PLEDGED AND IN ACCORDANCE WITH, THE SUBSCRIPTION AGREEMENT, BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, IN A TRANSACTION COMPLYING WITH RULE 144 UNDER SUCH ACT AND AN EXEMPTION UNDER SUCH LAWS. THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF THE SUBSCRIPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT IN COMPLIANCE WITH SAID SUBSCRIPTION AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO AN EXEMPTION FROM REGISTRATION THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUBSCRIPTION AGREEMENT, AND THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OF 1933, AS AMENDED, AND THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSLAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER THEY WILL BE PROVIDED REQUIRED TO BEAR THE HOLDER HEREOF UPON REQUEST. NO TRANSFER FINANCIAL RISKS OF SUCH SECURITIES WILL BE MADE ON THE BOOKS THIS INVESTMENT FOR AN INDEFINITE PERIOD OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERTIME.

Legend. Seller acknowledges Each of Walgreens and Alliance Boots agrees that the all certificates or other instruments representing the Stock Consideration may contain Warrants and the Warrant Shares will bear a legend in form acceptable substantially to Parent, including the following legendeffect: “THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF (1) A FRAMEWORK AGREEMENT, DATED AS OF MARCH 18, 2013, BY AND AMONG THE ISSUER OF THESE SECURITIES, WALGREEN CO., AN ILLINOIS CORPORATION, AND ALLIANCE BOOTS GMBH, A PRIVATE LIMITED LIABILITY COMPANY INCORPORATED UNDER THE LAWS OF SWITZERLAND, A COPY OF WHICH IS ON FILE WITH THE ISSUER AND (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER A SHAREHOLDERS AGREEMENT, DATED AS OF MARCH 18, 2013, BY AND AMONG THE SECURITIES ACTISSUER OF THESE SECURITIES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS WALGREEN CO. AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSALLIANCE BOOTS GMBH. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS. ANY SALE OR OTHER TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERVOID.” In the event that any Warrant Shares become registered under the Securities Act or the Company is presented with an opinion of counsel reasonably satisfactory, in form and substance, to the Company that the Warrant Shares are eligible to be transferred without restriction in accordance with Rule 144 under the Securities Act, the Company shall issue new certificates or other instruments representing such Warrant Shares which shall not contain such portion of the above legend that is no longer applicable; provided that the holder of such Warrant Shares surrenders to the Company the previously issued certificates or other instruments.

Legend. Seller acknowledges and agrees that The following legend shall be placed on all certificates issued representing Awarded Shares: On the certificates representing face of the Stock Consideration may contain a legend in form acceptable to Parent, including the following legendcertificate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT “TRANSFER OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE THIS STOCK IS RESTRICTED IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND CONDITIONS PRINTED ON THE SECURITIES LAWS REVERSE OF OTHER JURISDICTIONS, AND IN THIS CERTIFICATE.” On the reverse: “THE CASE SHARES OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN AND THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, BY AND BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFPARTICIPANT, A COPY DATED AS OF SUCH AGREEMENT IS %%OPTION_DATE,’MONTH DD, YYYY’%-%, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTIN OKLAHOMA CITY, OKLAHOMA. NO TRANSFER OR PLEDGE OF SUCH SECURITIES WILL THE SHARES EVIDENCED HEREBY MAY BE MADE ON EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE BOOKS PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.” The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws: “SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH SUCH LAWS, AS TO WHICH THE TERMS COMPANY MAY RELY UPON AN OPINION OF SUCH RESTRICTION ON TRANSFERCOUNSEL SATISFACTORY TO THE COMPANY.” All Awarded Shares owned by the Participant shall be subject to the terms of this Agreement and shall be represented by a certificate or certificates bearing the foregoing legend.

Legend. Seller acknowledges and agrees that the certificates Each certificate representing the Stock Consideration may contain Shares shall be stamped or otherwise imprinted with a legend substantially in form acceptable to Parent, including the following legendform: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SECURITIES NOR ANY STATE OR OTHER JURISDICTION, AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT OR ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH OTHER TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BY THIS CERTIFICATE MAY NOT BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY CONDUCTED UNLESS ACCOMPANIED BY EVIDENCE OF IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSECURITIES ACT.” The Company agrees to reissue certificates representing any of the Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such sale and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the 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 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 registration 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.

Legend. Seller acknowledges and agrees that the The certificates representing the Restricted Shareholder Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF MARCH 31, 2006 BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT DATED DECEMBER 19, 2003 AMONG THL BEDDING HOLDING COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THL BEDDING HOLDING COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER."

Legend. Seller acknowledges and agrees that the certificates Any certificate representing the Stock New REIT Shares issuable as Merger Consideration may contain a legend in form acceptable to Parent, including shall bear the following legend: THE SECURITIES SHARES OF BENEFICIAL INTEREST REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OF THE UNITED STATES AND MAY NOT BE OFFEREDENCUMBERED, PLEDGED, HYPOTHECATED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF WITHIN THE UNITED STATES EXCEPT (1) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION FROM SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACTREQUIREMENTS AND, IN EACH CASE CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL OWNERSHIP, CONSTRUCTIVE OWNERSHIP AND TRANSFER. SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST’S DECLARATION OF TRUST, (I) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN COMMON SHARES OF THE TRUST IN EXCESS OF 9.8% (IN VALUE OR NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON SHARES OF THE TRUST; (II) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN PREFERRED SHARES OF THE TRUST IN EXCESS OF 9.8% (IN VALUE OR NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE TOTAL OUTSTANDING PREFERRED SHARES OF THE TRUST OF SUCH CLASS OR SERIES; (III) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF THE TRUST THAT WOULD RESULT IN THE TRUST BEING “CLOSELY HELD” UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE THE TRUST TO FAIL TO QUALIFY AS A REIT; (IV) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF THE TRUST THAT WOULD RESULT IN THE TRUST OWNING (DIRECTLY OR INDIRECTLY) AN INTEREST IN A TENANT THAT IS DESCRIBED IN SECTION 856(D)(2)(B) OF THE CODE IF THE INCOME DERIVED BY THE TRUST (EITHER DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE PARTNERSHIPS OR LIMITED LIABILITY COMPANIES) FROM SUCH TENANT FOR THE TAXABLE YEAR OF THE TRUST DURING WHICH SUCH DETERMINATION IS BEING MADE WOULD REASONABLY BE EXPECTED TO EQUAL OR EXCEED THE LESSER OF (I) ONE PERCENT (1%) OF THE TRUST’S GROSS INCOME (AS DETERMINED FOR PURPOSES OF SECTION 856(C) OF THE CODE), OR (II) AN AMOUNT THAT WOULD CAUSE THE TRUST TO FAIL TO SATISFY ANY OF THE GROSS INCOME REQUIREMENTS OF SECTION 856(C) OF THE CODE OR (B) ANY MANAGER OR OPERATOR OF A “QUALIFIED LODGING FACILITY,” WITHIN THE MEANING OF SECTION 856(D)(9)(D) OF THE CODE, LEASED BY THE TRUST (OR ANY SUBSIDIARY OF THE TRUST) TO ONE OF ITS TAXABLE REIT SUBSIDIARIES WITH RESPECT TO THE TRUST FAILING TO QUALIFY AS AN “ELIGIBLE INDEPENDENT CONTRACTOR,” WITHIN THE MEANING OF SECTION 856(D)(9)(A) OF THE CODE, IN EITHER CASE IF THE INCOME DERIVED BY THE TRUST FROM SUCH TENANT OR SUCH TAXABLE REIT SUBSIDIARY, TAKING INTO ACCOUNT ANY OTHER INCOME OF THE TRUST THAT WOULD NOT QUALIFY UNDER THE GROSS INCOME REQUIREMENTS OF SECTION 856(C) OF THE CODE, WOULD CAUSE THE TRUST TO FAIL TO SATISFY ANY OF SUCH GROSS INCOME REQUIREMENTS; AND (V) NO PERSON MAY TRANSFER SHARES OF THE TRUST IF SUCH TRANSFER WOULD RESULT IN SHARES OF THE TRUST BEING OWNED BY FEWER THAN 100 PERSONS (AS DETERMINED UNDER THE PRINCIPLES OF SECTION 856(A)(5) OF THE CODE). ANY PERSON WHO BENEFICIALLY OWNS OR CONSTRUCTIVELY OWNS, TRANSFERS OR ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF THE TRUST WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF THE TRUST IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE TRUST. IF CERTAIN OF THE RESTRICTIONS ON TRANSFER PURSUANT OR OWNERSHIP ABOVE ARE VIOLATED, THE SHARES OF THE TRUST REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO SECTION 8.10 A CHARITABLE TRUSTEE OF A CHARITABLE TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE TRUST MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF TRUSTEES IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF TRUSTEES DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE COMPANY AND RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. A PERSON WHO ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES IN VIOLATION OF THE STOCKHOLDER LISTED ON OWNERSHIP LIMITATIONS DESCRIBED ABOVE SHALL HAVE NO CLAIM, CAUSE OF ACTION OR ANY RECOURSE WHATSOEVER AGAINST A TRANSFEROR OF SUCH SHARES. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE FACE HEREOFMEANINGS DEFINED IN THE DECLARATION OF TRUST OF THE TRUST, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF SUCH AGREEMENT IS WHICH, INCLUDING THE RESTRICTIONS ON FILE AT THE PRINCIPAL OFFICE TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF THE COMPANY TRUST ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH RESTRICTION ON TRANSFER WILL A COPY MAY BE PROVIDED DIRECTED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS SECRETARY OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERTRUST AT ITS PRINCIPAL OFFICE.

Legend. Seller acknowledges and agrees that (a) Except as provided in Section 3.3(b), the certificates representing share certificate evidencing the Stock Consideration may contain a legend in form acceptable to Parent, including Restricted Shares issued hereunder shall be endorsed with the following legend: legends (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND REPURCHASE RIGHTS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS ARE BINDING ON TRANSFEREES OF THESE SHARES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR THE AND APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1X) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SALE OR (2) PURSUANT TO TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIES WITH APPLICABLE STATE SECURITIES ACTLAWS, (Y) THE SALE OR TRANSFER IS IN EACH CASE IN ACCORDANCE COMPLIANCE WITH ALL RULE 144 UNDER THE ACT AND COMPLIES WITH APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS OR (Z) THE COMPANY HAS RECEIVED RECEIVES AN OPINION OF COUNSEL (WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO IT THE COMPANY) STATING THAT SUCH TRANSACTION DOES NOT REQUIRE THE SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AND OTHER RESTRICTIONS SET FORTH IN AN AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT ENTERED INTO BETWEEN BY AND AMONG SAFEWAY INC., THE COMPANY AND COMPANY, THE STOCKHOLDER LISTED AND CERTAIN HOLDERS OF COMMON STOCK OF THE COMPANY. SUCH TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS ARE BINDING ON THE FACE HEREOF, TRANSFEREES OF THESE SHARES. A COPY OF SUCH AGREEMENT IS ON FILE AT AS IN EFFECT FROM TIME TO TIME MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE PRINCIPAL OFFICE SECRETARY OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERCOMPANY.

Legend. Seller acknowledges and agrees that The following legend shall be placed on all certificates issued representing Awarded Shares: On the certificates representing face of the Stock Consideration may contain a legend in form acceptable to Parentcertificate: “TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.” On the reverse: “THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN PAYCOM SOFTWARE, including the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933INC. 2014 LONG-TERM INCENTIVE PLAN, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO RESTRICTED STOCK AWARD AGREEMENT, BY AND BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFPARTICIPANT, A COPY DATED AS OF SUCH AGREEMENT IS NOVEMBER 23, 2020, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTIN OKLAHOMA CITY, OKLAHOMA. NO TRANSFER OR PLEDGE OF SUCH SECURITIES WILL THE SHARES EVIDENCED HEREBY MAY BE MADE ON EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE BOOKS PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.” The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws: “SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH SUCH LAWS, AS TO WHICH THE TERMS COMPANY MAY RELY UPON AN OPINION OF SUCH RESTRICTION ON TRANSFERCOUNSEL SATISFACTORY TO THE COMPANY.” All Awarded Shares owned by the Participant shall be subject to the terms of this Agreement and shall be represented by a certificate or certificates bearing the foregoing legend.

Legend. Seller acknowledges and agrees that Each certificate representing shares of capital stock of the certificates representing the Stock Consideration may contain Company now or hereafter owned by a legend in form acceptable to Parent, including Stockholder shall be endorsed with the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED RESOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER AND THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY IN FORM AND SUBSTANCE SATISFACTORY TO IT THE ISSUER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND SUCH OTHER ANY APPLICABLE STATE SECURITIES LAWS. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE INVESTOR RIGHTS AGREEMENT ENTERED INTO BY AND BETWEEN THE COMPANY STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF SHARES OF STOCK OF THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY CORPORATION. COPIES OF SUCH AGREEMENT IS ON FILE AT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE PRINCIPAL OFFICE SECRETARY OF THE COMPANY AND SUCH RESTRICTION ON CORPORATION. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER WILL BE PROVIDED OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE HOLDER HEREOF UPON REQUESTTERMS AND CONDITIONS OF A CERTAIN SPONSOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER THE CORPORATION AND CERTAIN HOLDERS OF SHARES OF STOCK OF THE CORPORATION. NO TRANSFER COPIES OF SUCH SECURITIES WILL AGREEMENT MAY BE MADE ON OBTAINED UPON WRITTEN REQUEST TO THE BOOKS SECRETARY OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERCORPORATION.

Legend. Seller acknowledges and agrees that Each certificate representing shares of capital stock of the certificates representing the Stock Consideration may contain Company now or hereafter owned by a legend in form acceptable to Parent, including Stockholder shall be endorsed with the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED RESOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER AND THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY IN FORM AND SUBSTANCE SATISFACTORY TO IT THE ISSUER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND SUCH OTHER ANY APPLICABLE STATE SECURITIES LAWS. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 INVESTOR RIGHTS AGREEMENT BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN SHARES OF STOCK OF THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY CORPORATION. COPIES OF SUCH AGREEMENT IS ON FILE AT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE PRINCIPAL OFFICE SECRETARY OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERCORPORATION.

Legend. Seller Each Stockholder acknowledges that each certificate representing Shares owned by the Stockholder, and agrees that the certificates representing the Stock Consideration may contain any 42 other Person who becomes a legend in form acceptable party to Parentthis Agreement, including shall bear the following legend (or other legend incorporating such legend: ): "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND BY THIS CERTIFICATE MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED ASSIGNED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE STOCKHOLDERS' AGREEMENT BETWEEN THE CORPORATION AND THE HOLDER OF THIS CERTIFICATE. NO TRANSFER, SALE, ASSIGNMENT, OR OTHER DISPOSITION OF THE SECURITIES ACT OR REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT AS PERMITTED BY SUCH STOCKHOLDERS' AGREEMENT AND (2A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT, IN EACH CASE IN ACCORDANCE WITH ALL ") AND ANY APPLICABLE STATE SECURITIES LAWS AND 'BLUE SKY' LAWS, OR (B) IF THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY CORPORATION HAS RECEIVED PREVIOUSLY BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO IT THE CORPORATION, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER TRANSFER, SALE, ASSIGNMENT, OR OTHER DISPOSITION IS EXEMPT FORM THE SECURITIES PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND SUCH OTHER APPLICABLE STATE SECURITIES AND 'BLUE SKY' LAWS. THE RIGHT OF THE HOLDER OF THESE SECURITIES REPRESENTED HEREBY IN RESPECT OF THE ELECTION AND REMOVAL OF DIRECTORS AND OTHERWISE RELATING TO VOTING RIGHTS ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 THE TERMS AND CONDITIONS OF THAT CERTAIN ASSET PURCHASE THE STOCKHOLDERS' AGREEMENT. COPIES OF THE STOCKHOLDERS' AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ARE ON FILE AT WITH THE PRINCIPAL OFFICE SECRETARY OF THE COMPANY CORPORATION AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE HOLDER HEREOF UPON REQUEST. NO TRANSFER CORPORATION OF A WRITTEN REQUEST THEREFOR FROM SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSTOCKHOLDER."

Legend. Seller acknowledges and agrees that the certificates Each certificate representing the Stock Consideration may contain a legend Securities shall be stamped or otherwise imprinted with legends substantially in form acceptable to Parent, including the following legend: form (in addition to any legend required by applicable state securities or "blue sky" laws): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR ARCH MANAGEMENT SERVICES INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THE SECURITY OR SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD TO ANY PERSON EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT: (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SHARES EVIDENCED HEREBY EXCEPT (A) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S OR (B) PURSUANT TO AN THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT ANOTHER THEN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE ACT AND STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSOR, AND (C) IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER OR ANY APPLICABLE STATE LAWS. , OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES REPRESENTED HEREBY ARE SUBJECT ACT (AND WHICH CONTINUES TO CERTAIN RESTRICTIONS ON BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO ANY SUCH TRANSFER, IT WILL FURNISH TO ARCH MANAGEMENT SERVICES INC. AND THE TRANSFER AGENT FOR THE COMMON STOCK SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS ARCH MANAGEMENT SERVICES INC. OR SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE REGISTRATION REQUIREMENTS OF THE COMPANY SECURITIES ACT OR STATE SECURITIES LAWS; AND SUCH RESTRICTION ON TRANSFER (3) IT WILL BE PROVIDED DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE HOLDER HEREOF UPON REQUESTEFFECT OF THIS LEGEND. NO TRANSFER OF SUCH FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES WILL EVIDENCED HEREBY MAY NOT BE MADE ON THE BOOKS OF THE COMPANY CONDUCTED UNLESS ACCOMPANIED BY EVIDENCE OF IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERACT. The Company agrees to reissue certificates representing any of the Shares and the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such Shares or Warrant Shares, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Shares or Warrant 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 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 registration 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 or Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Shares or Warrant 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 or Warrant 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).

Legend. Seller acknowledges and Each Plastec Shareholder agrees that in addition to the legend required pursuant to Section 5.3(b), the certificates representing the Stock Consideration may GSME Shares and the Earnout Shares issued pursuant to this Agreement shall contain a legend in form acceptable to Parent, including the following legendeffect: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE STATE OR OTHER JURISDICTION, SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO PLASTEC AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO PLASTEC, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OR AN AVAILABLE EXEMPTION FROM THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BY THIS CERTIFICATE MAY NOT BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY CONDUCTED UNLESS ACCOMPANIED BY EVIDENCE OF IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSECURITIES ACT.

Legend. Seller The Grantee acknowledges and agrees that the certificates any certificate representing the Stock Consideration may contain a legend in form acceptable to Parent, including Exercise LLC Units shall bear the following legend: "THE SECURITIES LLC UNITS REPRESENTED HEREBY ARE ENTITLED TO THE BENEFITS OF AND ARE BOUND BY THE OBLIGATIONS, AND ARE SUBJECT TO THE TRANSFER RESTRICTIONS, HOLDBACK AND OTHER PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE PARENT, DATED AS OF _______, 1998, AS SUCH AGREEMENT MAY BE AMENDED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME (THE "LLC AGREEMENT"), AND NEITHER THIS CERTIFICATE NOR THE LLC UNITS REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LLC AGREEMENT, A COPY OF WHICH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE PARENT. THE LLC UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (I) (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT AND, EXCEPT UNDER CERTAIN CIRCUMSTANCES REFERRED TO IN EACH CASE IN ACCORDANCE THE SUBSCRIPTION AGREEMENT, THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE PARENT AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE PARENT, TO THAT EFFECT, OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR THE PARENT, SHALL HAVE BEEN OBTAINED WITH ALL RESPECT TO SUCH DISPOSITION AND (II) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFEREXEMPTION THEREFROM."

Legend. Seller acknowledges and agrees that The following legend shall be placed on all certificates issued representing Awarded Shares: On the certificates representing face of the Stock Consideration may contain a legend in form acceptable to Parent, including the following legendcertificate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT “TRANSFER OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE THIS STOCK IS RESTRICTED IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND CONDITIONS PRINTED ON THE SECURITIES LAWS REVERSE OF OTHER JURISDICTIONS, AND IN THIS CERTIFICATE.” On the reverse: “THE CASE SHARES OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN AND THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, BY AND BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFPARTICIPANT, A COPY DATED AS OF SUCH AGREEMENT IS ______________ 20___, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTIN OKLAHOMA CITY, OKLAHOMA. NO TRANSFER OR PLEDGE OF SUCH SECURITIES WILL THE SHARES EVIDENCED HEREBY MAY BE MADE ON EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE BOOKS PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.” The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws: “SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH SUCH LAWS, AS TO WHICH THE TERMS COMPANY MAY RELY UPON AN OPINION OF SUCH RESTRICTION ON TRANSFERCOUNSEL SATISFACTORY TO THE COMPANY.” All Awarded Shares owned by the Participant shall be subject to the terms of this Agreement and shall be represented by a certificate or certificates bearing the foregoing legend.

Legend. Seller The Purchaser acknowledges and agrees that the certificate or certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including Shares shall bear the following legend: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OF 1933, IN EACH CASE IN ACCORDANCE AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED WITH ALL RESPECT TO SUCH DISPOSITION AND (ii) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO THE BENEFITS OF AND ARE BOUND BY THE SECURITIES LAWS OBLIGATIONS SET FORTH IN A REGISTRATION AND PARTICIPATION AGREEMENT, DATED AS OF OTHER JURISDICTIONSAPRIL 7, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION2004, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE STOCKHOLDER LISTED ON THE FACE HEREOFCOMPANY, A COPY OF SUCH AGREEMENT WHICH IS ON FILE LOCATED AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERCOMPANY.”

Legend. Seller acknowledges and agrees The Warrant Shares issuable upon the exercise of this Warrant shall bear the following legend or a legend of similar import, provided, however, that that the certificates Company, without any obligation to do so, may permit such legend to be removed from this Warrant or, in the case of the certificate or other instrument representing the Stock Consideration Warrant Shares, may contain a permit such legend not to be placed upon, or may permit such legend to be removed from, such certificate, as the case may be, in form acceptable the event such legend is no longer necessary to Parentassure compliance with the Securities Act of 1933, including as amended (the following legend: "Securities Act"): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF THE UNITED STATES. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED, OR OFFERED FOR SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION, UNLESS (i) THESE SECURITIES ARE REGISTERED UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED 1933 ("THE "SECURITIES ACT"), OR ) AND ALSO UNDER THE REGISTRATION AND QUALIFICATION PROVISIONS OF THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONTERRITORY OF THE UNITED STATES OR OF ANY FOREIGN JURISDICTION AS MAY BE APPLICABLE (THE "BLUE SKY LAWS"), AND MAY NOT BE OFFEREDOR (ii) THE PROPOSED TRANSACTION IS EXEMPT FROM (OR, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION REGULATION S PROMULGATED UNDER THE SECURITIES ACT OR (2GOVERNING CERTAIN OFFSHORE TRANSACTIONS TO NON-U.S. PERSONS, NOT SUBJECT TO) PURSUANT TO AN EFFECTIVE THE REGISTRATION STATEMENT UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE ACT AND THE REGISTRATION AND QUALIFICATION PROVISIONS OF ANY APPLICABLE BLUE SKY LAWS. THE TRANSFER AGENT (OR THE COMPANY IF THEN ACTING AS ITS TRANSFER AGENT) WILL REFUSE TO TRANSFER THESE SECURITIES TO ANY PERSON WITHIN THE UNITED STATES OR ANY OF ITS STATES OR TERRITORIES OR TO ANY U.S. PERSON UNLESS PRESENTED WITH ALL A WRITTEN OPINION SATISFACTORY TO LEGAL COUNSEL FOR THE COMPANY (OR A NO-ACTION OR INTERPRETIVE LETTER FROM THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND/OR SECURITIES REGULATORY AGENCIES OF ANY APPLICABLE STATE SECURITIES LAWS AND OR TERRITORY OF THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN UNITED STATES) TO THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES REPRESENTED HEREBY BLUE SKY LAWS ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN NOT REQUIRED UNDER THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY CIRCUMSTANCES OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION.

Legend. Seller acknowledges and agrees In addition to any other legend that the certificates representing the Stock Consideration may contain be required, each certificate for Preference Shares, if any, issued to any Shareholder shall bear a legend in form acceptable to Parent, including substantially the following legendform: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), UNDER APPLICABLE U.S. STATE SECURITIES LAWS OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLDRESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ONLY (1A) PURSUANT TO AN EXEMPTION PERSONS WHO ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE (B) IF SUCH SALE, PLEDGE OR TRANSFER HAS RECEIVED THE CONSENT OF THE COMPANY’S BOARD OF DIRECTORS (OR A COMMITTEE THEREOF), (C) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSLAWS, AND IN (D) TO A TRANSFEREE WHO AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE CASE EFFECT OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSTHIS LEGEND. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT THE COMPANY’S BYE-LAWS, THE CERTIFICATE OF DESIGNATION RELATING TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE THE PREFERENCE SHARES AND A PREFERENCE SHAREHOLDERS’ AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFDATED MARCH 31, 2014 (AS MAY BE AMENDED FROM TIME TO TIME). A COPY OF SUCH BYE-LAWS, CERTIFICATE OF DESIGNATION AND PREFERENCE SHAREHOLDERS’ AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.” If any Preference Shares are certificated and cease to be subject to any and all restrictions on Transfer set forth in the Bye-Laws or this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Preference Shares without reference in the above legend to the Bye-Laws or to this Agreement, as the case may be.

Legend. Seller The Assignee understands and acknowledges that upon the original issuance of Conversion Securities, and agrees that until no longer required under the U.S. Securities Act or applicable state securities laws, the certificates representing the Stock Consideration may contain Conversion Securities and any securities underlying the Conversion Securities will bear a legend in form acceptable to Parent, including substantially the following legendform: THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“U.S. SECURITIES ACT"”), OR THE . SUCH SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ONLY (1A) PURSUANT TO AN EXEMPTION FROM THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES LAWS OF OTHER JURISDICTIONSACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN THE CASE OF ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER APPLICABLE LAWSEVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY. THE HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL MAY NOT BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY CONDUCTED UNLESS ACCOMPANIED BY EVIDENCE OF IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERU.S. SECURITIES ACT.

Legend. Seller acknowledges and agrees that the The certificates representing the Restricted Shareholder Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGER AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT DATED AS OF APRIL 17, 2006 BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT DATED DECEMBER 19, 2003 AMONG THL BEDDING HOLDING COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THL BEDDING HOLDING COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER."

Legend. Seller acknowledges A copy of this Agreement shall be filed with the Secretary of the Company and agrees that kept with the certificates records of the Company. Each certificate representing Capital Stock now held or hereafter acquired by the Biotest Stockholder and its Affiliates, or by any Transferee of the Biotest Stockholder or any of its Affiliates pursuant to ARTICLE IV, shall for as long as this Agreement is effective with respect to such Capital Stock Consideration may contain a legend bear legends substantially in form acceptable to Parent, including the following legendforms, with such modifications or adjustments thereto as may be necessary or appropriate under the circumstances pursuant to applicable laws, rules or regulations or upon the advice of outside counsel: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER ANY FOREIGN JURISDICTION, AND . THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 RESTRICTED BY THE TERMS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN STOCKHOLDERS AGREEMENT, DATED [__________], 2017, AMONG ADMA BIOLOGICS, INC. (THE COMPANY “COMPANY”) AND THE STOCKHOLDER LISTED ON STOCKHOLDERS NAMED THEREIN (THE FACE HEREOF, “STOCKHOLDERS AGREEMENT”). A COPY OF SUCH THE STOCKHOLDERS AGREEMENT IS ON FILE MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE OF OFFICE. THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO NOT REGISTER THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERTHE STOCKHOLDERS AGREEMENT.

Legend. Seller acknowledges and agrees The Investors agree that the certificates representing the Stock Consideration may contain Shares and Underlying Securities will bear a legend in form acceptable substantially to Parent, including the following legendeffect and, in the case of the Underlying Securities, with such modifications as may reasonably be required: “THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON CONVERSION OF SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES SUCH ACT OR (2) SUCH LAWS. THIS INSTRUMENT IS ISSUED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER INVESTMENT AGREEMENT, DATED AS OF JULY 23, 2009, BY AND AMONG THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS ISSUER OF THIS INSTRUMENT AND THE SECURITIES LAWS INVESTORS AND THE INVESTORS’ REPRESENTATIVE REFERRED TO THEREIN AND AN AMENDED AND RESTATED STOCKHOLDER AGREEMENT, DATED AS OF OTHER JURISDICTIONSJULY , 2009, BY AND IN AMONG THE CASE ISSUER OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THIS INSTRUMENT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY INVESTORS AND THE INVESTORS’ REPRESENTATIVE REFERRED TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSTHEREIN. THE SECURITIES REPRESENTED HEREBY ARE BY THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON CONVERSION OF SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE VOID. THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SECTION 8.10 SAID AGREEMENTS, COPIES OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN WHICH WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. THE COMPANY IS AUTHORIZED TO ISSUE DIFFERENT CLASSES AND SUCH RESTRICTION ON TRANSFER SERIES OF STOCK. THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS AND SERIES OF STOCK AND THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES FOR EACH CLASS AND SERIES OF STOCK (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF FUTURE CLASSES AND SERIES OF STOCK) WILL BE PROVIDED FURNISHED WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS SECRETARY OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERAT ITS PRINCIPAL OFFICE.”

Legend. Seller acknowledges and agrees that Each certificate representing shares of Capital Stock held by the certificates representing the Stock Consideration may contain Stockholders or issued to any permitted transferee in connection with a legend in form acceptable to Parent, including transfer permitted by Section 4.1 shall be endorsed with the following legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR OTHER JURISDICTIONRESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOF 1933, IN EACH CASE IN ACCORDANCE WITH ALL AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND LAWS, OR THE SECURITIES LAWS AVAILABILITY OF OTHER JURISDICTIONS, AND IN AN EXEMPTION FROM THE CASE REGISTRATION PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT SERIES C PREFERRED STOCK PURCHASE AGREEMENT, THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, AS AMENDED AND/OR RESTATED FROM TIME TO CERTAIN TIME, AND THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, AS AMENDED AND/OR RESTATED FROM TIME TO TIME, PROVIDING FOR RESTRICTIONS ON TRANSFER PURSUANT OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO SECTION 8.10 THE SECRETARY OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE EXECUTIVE OFFICES OF THE COMPANY. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE HOLDER HEREOF UPON REQUEST. NO TRANSFER QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERPREFERENCES AND/OR RIGHTS. Each Stockholder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in this Section 5.3 above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed upon termination of this Agreement at the request of the holder.

Legend. Seller acknowledges and agrees that The Purchasers agree to the certificates representing the Stock Consideration may contain imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in form acceptable to Parent, including the following legendform: For U.S. Persons: [NEITHER] THIS SECURITY [NOR THE SECURITIES REPRESENTED HEREBY HAVE NOT [FOR] WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT")”) AND APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAND, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. TO THE EXTENT PERMITTED BY APPLICABLE SECURITIES LAWS, THIS SECURITY [AND THE SECURITIES LAWS ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER JURISDICTIONS, AND LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. For Non-U.S. Persons: THESE SECURITIES [AND SUCH OTHER THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE] WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) PURSUANT TO REGULATION S UNDER THE 1933 ACT. ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL MAY NOT BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY CONDUCTED UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE IN ACCORDANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER1933 ACT.

Legend. Seller The Holder it acknowledges and agrees that the certificates representing the Stock Consideration may contain a Preferred Shares will bear, as of the date of issue, the following legend in form acceptable to Parent, including substantially the following legendform: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF [INSERT CLOSING DATE[ AND THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.” “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT”) OR STATE SECURITIES ACT")LAWS. THE HOLDER HEREOF, OR BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERKEM INC. THAT SUCH SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT ONLY (1A) TO ENERKEM INC., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAW AND REGULATIONS, (C) IN THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT OR (D) PURSUANT TO AN ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES 1933 ACT, AND IN EACH CASE CASE, IN ACCORDANCE COMPLIANCE WITH ALL ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSAFTER, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONTRANSFERS UNDER CLAUSE (D), UNLESS THE COMPANY HOLDER HAS RECEIVED FURNISHED TO ENERKEM INC. AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO IT ENERKEM INC.. THAT SUCH TRANSACTION DOES NOT REQUIRE TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES 1933 ACT AND SUCH OTHER APPLICABLE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSTOCK EXCHANGES IN CANADA.”

Legend. Seller acknowledges and agrees that the certificates Any certificate(s) representing the Stock Consideration may contain a legend in form acceptable to Parent, including Unvested Shares shall carry substantially the following legend: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING REPURCHASE AND RESTRICTIONS AGAINST TRANSFERS) CONTAINED IN A CERTAIN STOCK PURCHASE AND RESTRICTION AGREEMENT BY AND AMONG THE STOCKHOLDER AND THE CORPORATION. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE CORPORATION AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED. SUCH SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, HYPOTHECATED UNLESS THE COMPANY REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THE CORPORATION THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSREQUIRED. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT CORPORATION IS AUTHORIZED TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 ISSUE MORE THAN ONE CLASS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN STOCK. THE COMPANY POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE STOCKHOLDER LISTED ON QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF EACH CLASS OF STOCK OR SERIES OF ANY CLASS ARE SET FORTH IN THE FACE HEREOF, CERTIFICATE OF INCORPORATION OF THE CORPORATION. THE CORPORATION WILL FURNISH A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE CERTIFICATE OF INCORPORATION OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED CORPORATION TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including Promissory Note shall bear the following legend: "THIS NOTE IS SUBJECT TO THE SECURITIES REPRESENTED HEREBY PROVISIONS OF AN ASSET PURCHASE AGREEMENT DATED AS OF SEPTEMBER 11, 1998 AND THE BRUCXXXX XXXCK RESTRICTION AGREEMENT DATED AS OF SEPTEMBER 11, 1998, AND NEITHER THIS NOTE NOR THE SHARES ISSUABLE UPON CONVERSION THEREOF ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH ASSET PURCHASE AGREEMENT OR THE BRUCXXXX XXXCK RESTRICTION AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." "THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OF 1933, IN EACH CASE IN ACCORDANCE AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) THE HOLDER SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED WITH ALL RESPECT TO SUCH DISPOSITION, AND (ii) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFEREXEMPTION THEREFROM." -26- 34

Legend. Seller acknowledges and agrees that In addition to any other legend which may be required by applicable law, each share certificate representing Shares which are subject to this Agreement shall have endorsed, to the certificates representing the Stock Consideration may contain a legend in form acceptable to Parentextent appropriate, including upon its face the following legendwords: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND . SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) PURSUANT TO AN (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE XXXXX XXXXXXXXXX XXX, XX (II) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ALL OR APPLICABLE STATE SECURITIES LAWS AND LAW, RELATING TO THE SECURITIES LAWS DISPOSITION OF OTHER JURISDICTIONSSECURITIES, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONINCLUDING RULE 144, UNLESS THE COMPANY HAS RECEIVED PROVIDED AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT THE COMPANY, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSLAW IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, AS SUCH MAY BE AMENDED FROM TIME TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN TIME (THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF"SECURITYHOLDERS AGREEMENT"), A COPY OF SUCH AGREEMENT WHICH IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTCOMPANY. NO TRANSFER OF SUCH THE SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSECURITYHOLDERS AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO OTHER RIGHTS AND OBLIGATIONS AS SET FORTH IN THE SECURITYHOLDERS AGREEMENT. To the extent the circumstances or provisions requiring any of the above legends have ceased to be effective, the Company will upon request reissue certificates without the applicable legend or legends.

Legend. Seller The Investor acknowledges and agrees understands that the certificates representing evidencing the Stock Consideration may contain a legend in form acceptable to Parent, including Series A Preferred will bear the following legend: THIS SECURITY AND THE SECURITIES REPRESENTED HEREBY COMMON STOCK ISSUED ON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR OTHER JURISDICTION, AND PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES, AND AGREES FOR THE BENEFIT OF ARGONAUT GROUP, INC. (THE "COMPANY") THAT: (I) IT HAS ACQUIRED A "RESTRICTED SECURITY" THAT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; AND (II) IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY EXCEPT (1) PURSUANT TO AN EXEMPTION FROM (A) A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (2B) PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT UNDER REQUIREMENTS OF THE SECURITIES ACTACT AND, IN EACH CASE CASE, IN ACCORDANCE WITH ALL THE APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY APPLICABLE JURISDICTION. ANY OFFER, SALE OR OTHER JURISDICTIONS, AND IN DISPOSITION PURSUANT TO THE CASE FOREGOING CLAUSE (B) IS SUBJECT TO THE RIGHT OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED ISSUER OF THIS SECURITY (I) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL COUNSEL, CERTIFICATION OR OTHER INFORMATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT IN FORM AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY SUBSTANCE, AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE (II) IN EACH OF THE COMPANY FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED DELIVERED BY THE TRANSFEROR TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERAGENT.

Legend. Seller acknowledges and agrees that The certificates evidencing the certificates representing the Stock Consideration may contain a legend in form acceptable FORMRUNNER Shares issued to Parent, including such FBC Shareholder will bear the following legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SECURITIES NOR ANY STATE OR OTHER JURISDICTION, AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO IT THE COMPANY, THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 PROVISIONS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERREGULATION S HAVE BEEN SATISFIED.

Legend. Seller acknowledges The Company will issue the Placement Warrants, and agrees that when issued, the certificates representing Warrant Shares, purchased by the Stock Consideration may contain a legend Subscriber in form acceptable to Parent, including the name of the Subscriber. The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS DISPOSED OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION REGISTERED UNDER THE SECURITIES ACT AND SUCH OTHER ANY APPLICABLE LAWS. STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” “IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THE LATER OF THIRTY (30) DAYS AFTER THE DATE UPON WHICH CARTESIAN GROWTH CORPORATION II (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) OR 12 MONTHS FROM THE CLOSING OF THE COMPANY’S INITIAL PUBLIC OFFERING OF UNITS, EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO CERTAIN RESTRICTIONS ON SUCH TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY PROVISIONS.” “SECURITIES EVIDENCED BY THIS CERTIFICATE AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, CLASS A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE ORDINARY SHARES OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF ISSUED UPON REQUEST. NO TRANSFER EXERCISE OF SUCH SECURITIES WILL SHALL BE MADE ON ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERCOMPANY.”

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain Each Warrant Certificate shall bear a legend in form acceptable to Parent, including substantially the following legendform: “ANY TRANSFER OF THE SECURITIES WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER BY THIS CERTIFICATE IS SUBJECT TO THE SECURITIES ACT OF 1933, AS AMENDED CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT (THE "SECURITIES ACT"“WARRANT AGREEMENT”) DATED AS OF AUGUST 7, 2017 BETWEEN NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, SOLELY IN ITS CAPACITY AS WARRANT AGENT. BY ACCEPTING DELIVERY OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE, ANY TRANSFEREE SHALL BE DEEMED TO HAVE AGREED TO BE BOUND BY THE WARRANT AGREEMENT AS IF THE TRANSFEREE HAD EXECUTED AND DELIVERED THE WARRANT AGREEMENT.” Each Global Warrant will bear legends required by the Depository substantially in the following form: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (“AST”), TO THE COMPANY OR THE SECURITIES LAWS ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY STATE CERTIFICATE ISSUED IS REGISTERED IN SUCH NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF AST (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF AST) ANY TRANSFER, PLEDGE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED USE HEREOF FOR VALUE OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT INTEREST HEREIN. TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF AST OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND RESTRICTIONS SET FORTH IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY WARRANT AGREEMENT REFERRED TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE REVERSE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.”

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain The Castle Brands Shares shall be stamped or otherwise imprinted with a legend in form acceptable to Parent, including substantially the following legendform: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN ACQUIRED FROM THE ISSUER WITHOUT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR AND UNLESS REGISTERED, SUCH SHARES ARE RESTRICTED SHARES AS THAT TERM IS DEFINED UNDER RULE 144, PROMULGATED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND ACT. THESE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, TRANSFERRED, DISTRIBUTED, OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF IN ANY MANNER (1“TRANSFER”) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNLESS SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR (2) EXCEPT PURSUANT TO A VALID EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AS EVIDENCED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT THE TRANSFER WILL NOT RESULT IN A VIOLATION OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE A LOCK-UP AGREEMENT ENTERED INTO BETWEEN THE COMPANY HOLDER OF SUCH SHARES AND CASTLE BRANDS INC., EXCEPT THAT THE LOCKUP SHALL NOT APPLY TO A TRANSFER TO A SPOUSE, ANCESTOR, LINEAL DESCENDANT OR SIBLING OF THE SELLER, AND THE STOCKHOLDER LISTED ON SPOUSES OF THE FACE HEREOFFOREGOING FAMILY MEMBERS (EACH, A COPY “FAMILY MEMBER”) OR TO A TRUST ESTABLISHED SOLELY FOR THE BENEFIT OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SELLER AND/OR TO SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED SELLER’S FAMILY MEMBERS, OR TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER AN AFFILIATE OR EQUITY OWNER OF SUCH SECURITIES WILL BE MADE SELLER. THE LOCKUP EXPIRES ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFEROCTOBER 1, 2018.

Legend. Seller acknowledges The Company and agrees the Shareholder covenant and agree that fifty percent (50%) of the certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including Buyer Shares will bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, OR BY ACCEPTING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT ONLY (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR ISSUER, (2B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, IN EACH CASE (C) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT AND SUCH IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN ACCORDANCE WITH ANY OTHER EXEMPTION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LAWSSTATE SECURITIES LAWS UPON THE DELIVERY OF A LEGAL OPINION, REASONABLY SATISFACTORY TO THE ISSUER, TO THE FOREGOING EFFECT. THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 IS ALSO RESTRICTED UNDER THE TERMS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFA REGISTRATION RIGHTS AGREEMENT, A COPY OF SUCH AGREEMENT WHICH IS ON FILE AT THE PRINCIPAL OFFICE OFFICES OF ROCKY MOUNTAIN INTERNET, INC. D/B/A XXX.XXX. In addition, those Buyer Shares deposited in the Escrow Fund pursuant to Section 2(d)(viii) above and Section 9(a) below, shall also bear the following legend during the Escrow Period: THE COMPANY AND SUCH RESTRICTION SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER AS SET FORTH IN THAT AGREEMENT AND PLAN OF SUCH SECURITIES WILL BE MADE ON THE BOOKS MERGER DATED AS OF THE COMPANY UNLESS ACCOMPANIED JUNE 11, 1999 BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERAND AMONG ROCKY MOUNTAIN INTERNET, INC., IDEALDIAL CORPORATION, AND XXXXXXX XXXXX.

Legend. Seller acknowledges Each Certificate and agrees that the certificates direct registration advice representing the Stock Consideration may contain a legend in form acceptable to Parent, including Units shall bear substantially the following legendLegend: “THE SECURITIES UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL OWNERSHIP AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE PARTNERSHIP’S MAINTENANCE OF THE STATUS OF ITS SUBSIDIARY, U.S. REIT, AS A REAL ESTATE INVESTMENT TRUST UNDER THE SECURITIES ACT INTERNAL REVENUE CODE OF 19331986, AS AMENDED (THE "SECURITIES ACT"“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN UNITS THAT WOULD RESULT IN U.S. REIT BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE AND NO INDIVIDUAL MAY BENEFICIALLY OWN UNITS IF SUCH OWNERSHIP WOULD EXCEED THE OWNERSHIP LIMIT UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE CASE) WOULD OTHERWISE CAUSE U.S. REIT TO FAIL TO QUALIFY AS A REIT. ANY PERSON WHO BENEFICIALLY OWNS OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN UNITS WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN UNITS IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND EXCESS OF OR IN VIOLATION OF THE SECURITIES LAWS ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE PARTNERSHIP. IF ANY OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN ABOVE RESTRICTIONS ON TRANSFER PURSUANT OR OWNERSHIP ARE VIOLATED, THE UNITS REPRESENTED HEREBY PURPORTEDLY TRANSFERRED IN EXCESS OF OR IN VIOLATION OF SUCH RESTRICTIONS SHALL BE AUTOMATICALLY TRANSFERRED TO SECTION 8.10 THE CHARITABLE TRUSTEE OF A CHARITABLE TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE PARTNERSHIP MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING UNITS UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR NON-TRANSFER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN ASSET PURCHASE EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE AMENDED AND RESTATED PARTNERSHIP AGREEMENT ENTERED INTO BETWEEN SHALL HAVE THE COMPANY MEANINGS ASCRIBED TO THEM IN THE AMENDED AND RESTATED PARTNERSHIP AGREEMENT, AS THE STOCKHOLDER LISTED ON THE FACE HEREOF, SAME MAY BE AMENDED OR AMENDED AND RESTATED FROM TIME TO TIME. A COPY OF THE AMENDED AND RESTATED PARTNERSHIP AGREEMENT, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, SHALL BE FURNISHED TO EACH HOLDER OF UNITS ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH AGREEMENT IS ON FILE AT A COPY MAY BE DIRECTED TO THE PRINCIPAL OFFICE SECRETARY OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERPARTNERSHIP GP AT ITS PRINCIPAL OFFICE.” Instead of the foregoing legend, a Certificate or direct registration advice may state that the Partnership will furnish a full statement about certain restrictions on ownership and transfer of the Units to a unitholder on request and without charge.

Legend. Seller acknowledges (i) The certificates evidencing the Series B-1 Stock and agrees that the certificates representing Common Stock issuable upon conversion of the Series B-1 Stock Consideration may contain will bear a legend in form acceptable (the "Legend") substantially similar to Parent, including the following legendfollowing: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED. NO INTEREST IN THESE SECURITIES ACT")MAY BE PLEDGED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDHYPOTHECATED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) WHILE A REGISTRATION STATEMENT IS IN EFFECT UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT. THIS CERTIFICATE IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF THE AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT BETWEEN THE COMPANY, AND THE INVESTORS REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY. EXCEPT AS PROVIDED IN SUCH AGREEMENT, THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE AND ANY PURPORTED TRANSFER IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS PROVISIONS OF SUCH AGREEMENT SHALL BE VOID AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, NO FORCE AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSEFFECT. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON OWNERSHIP AND TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN CONTAINED IN THE COMPANY BY-LAWS AND THE STOCKHOLDER LISTED ON CERTIFICATE OF DESIGNATIONS FOR THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE PURPOSE OF THE COMPANY COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). IF THE RESTRICTIONS ON OWNERSHIP OR TRANSFER ARE VIOLATED THE ISSUANCE OR TRANSFER RESULTING IN SUCH VIOLATION WILL BE VALID ONLY WITH RESPECT TO SUCH AMOUNT OF SECURITIES AS DOES NOT RESULT IN A VIOLATION OF THE COMPANY'S BY-LAWS OR CERTIFICATE OF DESIGNATIONS, AND SUCH RESTRICTION ON ISSUANCE OR TRANSFER WILL SHALL BE PROVIDED NULL AND VOID WITH RESPECT TO ANY EXCESS SECURITIES. ALL TERMS IN THIS LEGEND NOT OTHERWISE DEFINED HEREIN HAVE THE HOLDER HEREOF UPON REQUEST. NO TRANSFER MEANINGS ASCRIBED THERETO IN THE COMPANY'S BY-LAWS OR CERTIFICATE OF SUCH SECURITIES WILL DESIGNATIONS AS THE SAME MAY BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERFURTHER AMENDED FROM TIME TO TIME."

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain a legend in form acceptable to ParentPurchaser, including the following legend: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (1I) PURSUANT TO IN THE ABSENCE OF (A) AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY SATISFACTORY ACCEPTABLE TO IT THE COMPANY, THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES ACT AND SUCH MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A FINRA REGISTERED BROKER/DEALER OR OTHER APPLICABLE LAWSLOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT THE TERMS AND PROVISIONS OF (A) THE ARTICLES OF INCORPORATION OF THE CORPORATION, AS AMENDED FROM TIME TO SECTION 8.10 TIME, AND (B) THE BYLAWS OF THAT CERTAIN THE CORPORATION, AS AMENDED FROM TIME TO TIME, TO ALL OF WHICH TERMS AND PROVISIONS THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, ASSENTS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP PROVISION IN AN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY CORPORATION AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, AS AMENDED FROM TIME TO TIME. SUCH LOCK-UP PROVISION INCLUDES CONDITIONS AND OTHER RESTRICTIONS UPON THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE INCLUDING, WITHOUT LIMITATION, AFFIRMATIVE STEPS REQUIRED TO BE UNDERTAKEN BY ANY POTENTIAL TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AS A COPY CONDITION TO SUCH TRANSFER. ANY PURPORTED TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT LOCK-UP PROVISION IS VOID AB INITIO. COPIES OF SUCH DOCUMENTS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY CORPORATION AND SUCH RESTRICTION ARE MADE A PART HEREOF AS THOUGH FULLY SET FORTH ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERTHIS CERTIFICATE.

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including Each Warrant Certificate shall bear the following legend: THE COMMON STOCK, PAR VALUE $.001 PER SHARE, OF CYBERSHOP FOR WHICH THIS WARRANT IS EXERCISABLE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES REPRESENTED HEREBY HAVE ACT OF 1933 (THE "SECURITIES ACT"), AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. ACCORDINGLY, NO HOLDER SHALL BE ENTITLED TO EXERCISE SUCH HOLDER'S WARRANTS AT ANY TIME UNLESS, AT THE TIME OF EXERCISE, (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT RELATING TO THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAS BEEN FILED WITH, AND DECLARED EFFECTIVE BY, THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), AND NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT HAS BEEN ISSUED BY THE SEC, OR (ii) THE ISSUANCE OF SUCH SHARES IS PERMITTED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "SECURITIES ACT"), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER THIS SECURITY NOR ANY STATE INTEREST OR OTHER JURISDICTION, AND PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT WITHIN THE "UNITED STATES" OR TO "U.S. PERSONS" (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, ) IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERACT.

Legend. Seller acknowledges and agrees You understand that the certificates representing Bonds will, until the Stock Consideration may contain expiration of the applicable holding period set forth in Rule 144(k) of the Securities Act, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144, bear a legend in form acceptable substantially to Parent, including the following legendeffect: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY OTHER STATE OR OTHER JURISDICTION, AND . NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (1THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH KANSAS GAS AND ELECTRIC COMPANY (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR TO SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144A UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES REPRESENTED HEREBY ARE ACT THAT PURCHASES SUCH SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO CERTAIN RESTRICTIONS ON THE COMPANY’S AND THE CORPORATE TRUSTEE’S RIGHT PRIOR TO ANY SUCH SALE OR TRANSFER (i) PURSUANT TO SECTION 8.10 CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE (ii) IN EACH OF THE COMPANY FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND SUCH RESTRICTION ON TRANSFER DELIVERED BY THE TRANSFEROR TO THE CORPORATE TRUSTEE. THIS LEGEND WILL BE PROVIDED TO REMOVED UPON THE REQUEST OF THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON AFTER THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESALE RESTRICTION ON TRANSFERTERMINATION DATE.

Legend. Seller acknowledges and agrees that In addition to any other legend which may be required by applicable law, each share certificate representing Shares which are subject to this Agreement shall have endorsed, to the certificates representing the Stock Consideration may contain a legend in form acceptable to Parentextent appropriate, including upon its face the following legendwords: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND . SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) PURSUANT TO AN (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ALL OR APPLICABLE STATE SECURITIES LAWS AND LAW, RELATING TO THE SECURITIES LAWS DISPOSITION OF OTHER JURISDICTIONSSECURITIES, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONINCLUDING RULE 144, UNLESS THE COMPANY HAS RECEIVED PROVIDED AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT THE COMPANY, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSLAW IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, AS SUCH MAY BE AMENDED FROM TIME TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN TIME (THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF"STOCKHOLDERS AGREEMENT"), A COPY OF SUCH AGREEMENT WHICH IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTCOMPANY. NO TRANSFER OF SUCH THE SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSTOCKHOLDERS AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO OTHER RIGHTS AND OBLIGATIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT. To the extent the circumstances or provisions requiring any of the above legends have ceased to be effective, the Company will upon request reissue certificates without the applicable legend or legends.

Legend. The Seller acknowledges covenants and agrees that 80% of the certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including Buyer Shares will bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, OR BY ACCEPTING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT ONLY (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR ISSUER, (2B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, IN EACH CASE (C) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144 UNDER THE SECURITIES ACT AND SUCH IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN ACCORDANCE WITH ANY OTHER EXEMPTION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LAWSSTATE SECURITIES LAWS UPON THE DELIVERY OF A LEGAL OPINION, REASONABLY SATISFACTORY TO THE ISSUER, TO THE FOREGOING EFFECT. THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 IS ALSO RESTRICTED UNDER THE TERMS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFA REGISTRATION RIGHTS AGREEMENT, A COPY OF SUCH AGREEMENT WHICH IS ON FILE AT THE PRINCIPAL OFFICE OFFICES OF ROCKY MOUNTAIN INTERNET, INC. In addition, those Buyer Shares deposited in the Escrow Fund pursuant to Section 9(a) below, shall also bear the following legend during the Escrow Period: THE COMPANY AND SUCH RESTRICTION SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTAS SET FORTH IN THAT AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 2, 1999 BY AND BETWEEN ROCKY MOUNTAIN INTERNET, INC. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.AND AUGUST 5TH CORPORATION D/B/A DAVE'S WORLD. (k)

Legend. Seller acknowledges and Each Stockholder agrees that the certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including substantially the following legendform shall be placed on the certificates issued on or after the date hereof representing any shares owned by it: THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF AN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED AS OF DECEMBER 9, 2004, A COPY OF WHICH IS ON FILE IN THE COMPANY’S OFFICES. THE INVESTOR RIGHTS AGREEMENT, AMONG OTHER THINGS, CONTAINS RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE SECURITIES LAWS REGISTRATION REQUIREMENTS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 THIS CERTIFICATE REPRESENTS SHARES OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN ONE OF A NUMBER OF SERIES AND CLASSES OF CAPITAL STOCK WHICH THE COMPANY AND IS AUTHORIZED TO ISSUE. THE COMPANY WILL FURNISH WITHOUT CHARGE TO A REQUESTING STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS THEN IN EFFECT, THAT SETS FORTH THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH SUCH AGREEMENT IS ON FILE AT SERIES AND CLASS AND THE PRINCIPAL OFFICE OF THE COMPANY QUALIFICATIONS, LIMITATIONS AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERRESTRICTIONS APPLICABLE THERETO.

Legend. Seller The Purchaser acknowledges and agrees that the certificate or certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including Shares shall bear the following legend: "THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS (INCLUDING A RIGHT OF FIRST REFUSAL AND A HOLDBACK AGREEMENT) SET FORTH IN A LETTER AGREEMENT, DATED AS OF Conformed Copy NOVEMBER 19, 1999, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AMONG NA HOLDING CORPORATION, NORTH AMERICAN VAN LINES, INC., NFC PLC AND XXXXXXX, DUBILIER & RICE FUND V LIMITED PARTNERSHIP AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LETTER AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF NA HOLDING CORPORATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO CERTAIN OF THE BENEFITS OF AND ARE BOUND BY THE OBLIGATIONS SET FORTH IN A REGISTRATION AND PARTICIPATION AGREEMENT, DATED AS OF MARCH 30, 1998, AS AMENDED AS OF NOVEMBER 19, 1999, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AMONG NA HOLDING CORPORATION AND CERTAIN STOCKHOLDERS OF NA HOLDING CORPORATION, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF NA HOLDING CORPORATION. "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF UNDER ANY STATE OR OTHER JURISDICTION, FOREIGN SECURITIES LAWS AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF UNLESS (1i) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OF 1933, IN EACH CASE IN ACCORDANCE AS AMENDED, (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO NA HOLDING CORPORATION AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO NA HOLDING CORPORATION, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR NA HOLDING CORPORATION, SHALL HAVE BEEN OBTAINED WITH ALL RESPECT TO SUCH DISPOSITION AND (ii) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFEREXEMPTION THEREFROM." Conformed Copy

Legend. Seller acknowledges Each certificate evidencing the Warrant and agrees that the certificates representing Company’s securities issuable upon conversion of the Stock Consideration may contain Warrant, and each certificate evidencing the Warrant and the Company’s securities issuable upon conversion of the Warrant held by subsequent transferees of any such certificate, shall be stamped or otherwise imprinted with a legend in form acceptable to Parent, including substantially the following legendform: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES REPRESENTED HEREBY ARE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET CONDITIONS SPECIFIED IN THE WARRANT PURCHASE AGREEMENT ENTERED INTO DATED AS OF [ENTER TODAY’S DATE], BETWEEN VGX PHARMACEUTICALS, INC. (THE COMPANY “COMPANY”) AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTSIGNATORY THERETO. NO TRANSFER OF SUCH SECURITIES WILL SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE ON BY THE BOOKS HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; OR (2) THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE RECEIVES AN OPINION OF COMPLIANCE WITH COUNSEL, WHICH OPINION IS SATISFACTORY TO THE TERMS OF COMPANY, THAT REGISTRATION UNDER SUCH RESTRICTION ON TRANSFERACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Legend. Seller acknowledges and agrees that the certificates Any certificate, or notice of issuance of uncertificated security, representing the Stock Consideration common stock issued to Caltech subject to the provisions of this Agreement may contain have endorsed thereon a legend in form acceptable or legends to Parent, including substantially the following legendeffects: “THE SECURITIES SALE OF THE SHARES REPRESENTED HEREBY HAVE BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (NOR QUALIFIED UNDER THE "CALIFORNIA CORPORATE SECURITIES ACT")LAW OF 1968, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SECURITIES LAWS OF ANY STATE SALE OR OTHER JURISDICTION, AND DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO EFFECTED WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OF 1933, AND QUALIFICATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSLAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR AN OPINION OF COUNSEL REASONABLY IN A FORM SATISFACTORY TO IT METHANOTECH THAT SUCH TRANSACTION DOES REGISTRATION AND QUALIFICATION ARE NOT REQUIRE REGISTRATION REQUIRED UNDER THE SECURITIES ACT OF 1933 AND SUCH OTHER APPLICABLE STATE SECURITIES LAWS. .” “THE SECURITIES COMMON STOCK REPRESENTED HEREBY ARE BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET TO, AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH, A STOCK PURCHASE AGREEMENT ENTERED INTO DATED AS OF JULY 12, 2005 BETWEEN THE COMPANY METHANOTECH, INC. AND THE STOCKHOLDER LISTED ON THE FACE HEREOFHOLDER OF THESE SECURITIES, A COPY OF SUCH AGREEMENT WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF METHANOTECH. BY ACCEPTING ANY INTEREST IN SUCH SHARES THE COMPANY PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO SHALL BECOME BOUND BY ALL THE HOLDER HEREOF UPON REQUEST. NO TRANSFER PROVISIONS OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSAID AGREEMENT.”

Legend. Seller acknowledges and agrees The Grantee is aware that the certificates Restricted Shares have not been registered under the Securities Act of 1933, as amended, nor have they been registered under any state securities law. The Grantee agrees to the imprinting of a legend on the certificate representing the Stock Consideration may contain a legend in form acceptable Restricted Shares to Parent, including the following legendeffect: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND UNDER APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE OR UNDER RELEVANT STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSLAWS, AND IS IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONEFFECT AS TO THESE SECURITIES, UNLESS THE COMPANY HAS RECEIVED OR (II) THERE IS AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO IT THE CORPORATION, THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AN EXEMPTION THEREFROM IS AVAILABLE. THIS CERTIFICATE MUST BE SURRENDERED TO THE SECURITIES ACT AND SUCH CORPORATION OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER APPLICABLE LAWS. THE TRANSFER OF ANY INTEREST IN ANY SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 BY THIS CERTIFICATE." DEVELOPERS DIVERSIFIED REALTY CORPORATION DATE OF THAT CERTAIN ASSET PURCHASE GRANT: January 2, 2002 By: /s/ Scott A. Wolstein ---------------------------------------------- Scott A. Wolstein, Chief Executive Officer ACCEPTANCE OF AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF----------------------- The Grantee hereby: (a) acknowledges that he has received a copy of the Plan and a copy of the Company's most recent Annual Report and other communications routinely distributed to the Company's shareholders; (b) accepts this Agreement and the Performance Units granted to him under this Agreement subject to all provisions of the Plan and this Agreement; (c) represents and warrants to the Company that he is acquiring the Performance Units and the underlying Common Shares for his own account, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERfor investment, and not with a view to or any present intention of selling or distributing the Performance Units either now or at any specific or determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and (d) agrees that no transfer of the Common Shares acquired upon conversion of the Performance Units will be made unless the Common Shares have been duly registered under all applicable Federal and State securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received the written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration.

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including the following legendEACH PURCHASER UNDERSTANDS THAT THE CERTIFICATE OR CERTIFICATES EVIDENCING SHARES PURCHASED BY SUCH PURCHASER SHALL BEAR THE FOLLOWING LEGENDS: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN THE ABSENCE OF (1i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR (ii) RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, PLEDGE, HYPOTHECATION OF OTHER TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT ACT. THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHICH SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN OTHER SPECIAL RIGHTS OF EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS CLASS OF STOCK OR SERIES THEREOF AND THE SECURITIES LAWS OF OTHER JURISDICTIONSQUALIFICATIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN LIMITATIONS OR RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTPREFERENCES AND/OR RIGHTS. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFEREach Purchaser further understands that the Company may place a stop-transfer order on any of the Shares with the Company's transfer agent.

Legend. Seller acknowledges and agrees that The certificates evidencing the certificates representing SNDC Shares issued to the Stock Consideration may contain a legend in form acceptable to Parent, including Volition Shareholders will bear the following legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE ANY STATE SECURITIES LAWS OF AND NEITHER SUCH SECURITIES NOR ANY STATE OR OTHER JURISDICTION, AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO IT THE COMPANY, THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 PROVISIONS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERREGULATION S HAVE BEEN SATISFIED.

Legend. Seller acknowledges and agrees that the The certificates representing the Restricted Shareholder Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGER AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT DATED AS OF APRIL 3, 2006 BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT DATED DECEMBER 19, 2003 AMONG THL BEDDING HOLDING COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THL BEDDING HOLDING COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER."

Legend. Seller acknowledges and agrees that The DRS statements provided by the certificates Transfer Agent representing the Stock Consideration may contain Purchased Securities will be imprinted with a legend in form acceptable to Parent, including substantially the following legendform: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT”) OR ANY APPLICABLE STATE SECURITIES ACT")LAWS. THE HOLDER HEREOF, OR BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF INTERNATIONAL TOWER HILL MINES LTD. (THE “CORPORATION”) THAT SUCH SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (1A) PURSUANT TO AN THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES 1933 ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTPROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE COMPLIANCE WITH ALL ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSOR “BLUE SKY” LAWS, AND OR (D) IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES ACT LAWS, AND, IN THE CASE OF SUBPARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH OTHER APPLICABLE LAWSEFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION. THE HOLDER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN MUST NOT TRADE THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFSECURITIES BEFORE MAY 19, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER2024.”

Legend. Seller acknowledges and (a) Each Investor agrees that the all certificates or other instruments representing the Stock Consideration may contain a legend in form acceptable securities subject to Parent, including this Agreement will bear legends substantially to the following legend: effect (in addition to any legend required under applicable federal, state, local or non-United States law): “THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. ANY ATTEMPT TO TRANSFER, SELL, OFFER TO SELL, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS INSTRUMENT IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.” “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 AND MAY ONLY BE SOLD, DISPOSED OF THAT CERTAIN ASSET OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE REGISTRATION RIGHTS AGREEMENT, DATED MAY [•], 2019 AND THE SHARE PURCHASE AGREEMENT AGREEMENT, DATED MAY 3, 2019, ENTERED INTO BETWEEN BY THE COMPANY HOLDER OF THESE SHARES AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY COMPANY. COPIES OF SUCH AGREEMENT IS AGREEMENTS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY COMPANY. THESE RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO SHALL BECOME BOUND BY ALL THE HOLDER HEREOF UPON REQUEST. NO TRANSFER PROVISIONS OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSAID AGREEMENTS AS APPLICABLE.”

Legend. Seller acknowledges and agrees that the The certificates representing the Restricted Shareholder Stock Consideration may contain a legend in form acceptable to Parent, including will bear the following legend: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF DECEMBER 1, 2006 BETWEEN THE COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A SECURITYHOLDERS’ AGREEMENT DATED DECEMBER 19, 2003 AMONG THL BEDDING HOLDING COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THL BEDDING HOLDING COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR OTHER JURISDICTION, AND BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.”

Legend. Seller The Grantee acknowledges and agrees that the certificates any certificate representing the Stock Consideration may contain a legend in form acceptable to Parent, including Exercise LLC Units shall bear the following legend: "THE SECURITIES LLC UNITS REPRESENTED HEREBY ARE ENTITLED TO THE BENEFITS OF AND ARE BOUND BY THE OBLIGATIONS, AND ARE SUBJECT TO THE TRANSFER RESTRICTIONS, HOLDBACK AND OTHER PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE PARENT, DATED AS OF ________, 1997, AS SUCH AGREEMENT MAY BE AMENDED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME (THE "LLC AGREEMENT"), AND NEITHER THIS CERTIFICATE NOR THE LLC UNITS REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LLC AGREEMENT, A COPY OF WHICH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE PARENT. THE LLC UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OF 1933, ------------------- * [Applicable only if Grantee (or relevant permitted transferee, as applicable) is not a natural person. Representation is to be made at Exercise Date.] AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (I) (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT AND, EXCEPT UNDER CERTAIN CIRCUMSTANCES REFERRED TO IN EACH CASE IN ACCORDANCE THE SUBSCRIPTION AGREEMENT, THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE PARENT AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE PARENT, TO THAT EFFECT, OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR THE PARENT, SHALL HAVE BEEN OBTAINED WITH ALL RESPECT TO SUCH DISPOSITION AND (II) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFEREXEMPTION THEREFROM."

Legend. Seller acknowledges and agrees that Each certificate representing Shares held by the certificates representing the Stock Consideration may contain a legend in form acceptable to Parent, including Stockholder shall bear substantially the following legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF, AND IN PARTICULAR MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXPRESSLY PERMITTED BY, AND COMPLIES WITH THE PROVISIONS OF, A STOCKHOLDERS AGREEMENT (THE AGREEMENT) (A COPY OF WHICH IS ON FILE WITH, AND MAY BE OBTAINED FROM, THE SECRETARY OF KAXXXX, INC. (TOGETHER WITH ITS SUCCESSORS, THE COMPANY)). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AGREEMENT. IN ADDITION TO THE FOREGOING, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND ACT OR (B) THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO IT THE COMPANY, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.

Legend. Seller acknowledges and agrees that The following legend shall be placed on all certificates issued representing Awarded Shares: On the certificates representing face of the Stock Consideration may contain a legend in form acceptable to Parent, including the following legendcertificate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT “TRANSFER OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE THIS STOCK IS RESTRICTED IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND CONDITIONS PRINTED ON THE SECURITIES LAWS REVERSE OF OTHER JURISDICTIONS, AND IN THIS CERTIFICATE.” On the reverse: “THE CASE SHARES OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN AND THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, BY AND BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFPARTICIPANT, A COPY DATED AS OF SUCH AGREEMENT IS [________, 20__], COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTIN OKLAHOMA CITY, OKLAHOMA. NO TRANSFER OR PLEDGE OF SUCH SECURITIES WILL THE SHARES EVIDENCED HEREBY MAY BE MADE ON EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE BOOKS PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.” The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws: “SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH SUCH LAWS, AS TO WHICH THE TERMS COMPANY MAY RELY UPON AN OPINION OF SUCH RESTRICTION ON TRANSFERCOUNSEL SATISFACTORY TO THE COMPANY.” All Awarded Shares owned by the Participant shall be subject to the terms of this Agreement and shall be represented by a certificate or certificates bearing the foregoing legend.

Legend. Seller acknowledges and agrees that the certificates representing the Parent Common Stock Consideration pursuant to this Agreement may contain a legend in form acceptable to ParentBuyer, including the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 THE TERMS AND CONDITIONS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO A LOCK UP PROVISION BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, SET FORTH IN A SEPARATE LOCK-UP AGREEMENT. A COPY OF SUCH LOCK-UP AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERLOCK-UP AGREEMENT.

Legend. Seller acknowledges and agrees that The following legend shall be placed on all certificates issued representing Awarded Shares: On the certificates representing face of the Stock Consideration may contain a legend in form acceptable to Parent, including the following legendcertificate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT “TRANSFER OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE THIS STOCK IS RESTRICTED IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND CONDITIONS PRINTED ON THE SECURITIES LAWS REVERSE OF OTHER JURISDICTIONS, AND IN THIS CERTIFICATE.” On the reverse: “THE CASE SHARES OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO PAYCOM SOFTWARE, INC. 2014 LONG-TERM INCENTIVE PLAN AND THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, BY AND BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFPARTICIPANT, A COPY DATED AS OF SUCH AGREEMENT IS ___________________, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTIN OKLAHOMA CITY, OKLAHOMA. NO TRANSFER OR PLEDGE OF SUCH SECURITIES WILL THE SHARES EVIDENCED HEREBY MAY BE MADE ON EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE BOOKS PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.” The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws: “SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH SUCH LAWS, AS TO WHICH THE TERMS COMPANY MAY RELY UPON AN OPINION OF SUCH RESTRICTION ON TRANSFERCOUNSEL SATISFACTORY TO THE COMPANY.” All Awarded Shares owned by the Participant shall be subject to the terms of this Agreement and shall be represented by a certificate or certificates bearing the foregoing legend.

Legend. Seller acknowledges The Company will issue the Placement Warrants, and agrees that when issued, the certificates representing Warrant Shares, purchased by the Stock Consideration may contain a legend Subscriber in form acceptable to Parent, including the name of the Subscriber. The Securities will bear the following legendLegend and appropriate “stop transfer” instructions: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS DISPOSED OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION REGISTERED UNDER THE SECURITIES ACT AND SUCH OTHER ANY APPLICABLE LAWS. STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” “IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH M3-BRIGADE ACQUISITION III CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE PRIVATE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE PRIVATE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO CERTAIN RESTRICTIONS ON SUCH TRANSFER PURSUANT TO SECTION 8.10 PROVISIONS.” “SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, CLASS A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE COMMON STOCK OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF ISSUED UPON REQUEST. NO TRANSFER EXERCISE OF SUCH SECURITIES WILL SHALL BE MADE ON ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERCOMPANY.”

Legend. Seller acknowledges and agrees In addition to any other legend that may be required by applicable law, each share certificate representing Shares that are subject to this Agreement shall have endorsed, to the certificates representing the Stock Consideration may contain a legend in form acceptable to Parentextent appropriate, including upon its face the following legendwords: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND . SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) PURSUANT TO AN (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ALL OR APPLICABLE STATE SECURITIES LAWS AND LAW, RELATING TO THE SECURITIES LAWS DISPOSITION OF OTHER JURISDICTIONSSECURITIES, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONINCLUDING RULE 144, UNLESS THE COMPANY HAS RECEIVED PROVIDED, AN OPINION OF COUNSEL IS FURNISHED TO THE CORPORATION, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT THE CORPORATION, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE AN EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSLAW IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER PURSUANT TO SECTION 8.10 COMPLIES WITH THE PROVISIONS OF THAT CERTAIN ASSET PURCHASE A STOCKHOLDERS AGREEMENT ENTERED INTO BETWEEN (THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF"STOCKHOLDERS AGREEMENT"), A COPY OF SUCH AGREEMENT WHICH IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTCORPORATION. NO TRANSFER OF SUCH THE SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY CORPORATION UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSTOCKHOLDERS AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO OTHER RIGHTS AND OBLIGATIONS, INCLUDING VOTING AGREEMENTS, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT. To the extent the circumstances or provisions requiring any of the above legends have ceased to be effective, the Company will upon request reissue certificates without the applicable legend or legends.

Legend. Seller acknowledges and agrees It is understood that the certificates representing evidencing the Purchaser Common Stock Consideration may contain shall bear one of the following legends, as applicable: Stockholders deemed to be a legend “U.S. Person” as defined in form acceptable to Parent, including Regulation S of the Securities Act shall receive certificates evidencing the Purchaser Common Stock with the following legend: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR . THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.” Stockholders deemed not to be a “U.S. Person” as defined in Regulation S of the Securities Act shall receive certificates evidencing the Purchaser Common Stock with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), AND ARE RESTRICTED SECURITIES (AS DEFINED IN RULE 144 UNDER THE US SECURITIES ACT). EACH PURCHASER OF THESE SECURITIES ARE HEREBY NOTIFIED THAT THE SELLER OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE US SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER. THE HOLDER OF THESE SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT: (A) THESE SECURITIES MAY BE OFFERED, SOLDRESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TRANSFERRED, ONLY: (1I) OUTSIDE OF THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 UNDER THE US SECURITIES ACT; (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE); OR (2III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT, IN EACH CASE (I) THROUGH (III) IN ACCORDANCE WITH ALL ANY APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONSANY STATE OF THE UNITED STATES; AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THESE SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION(A) ABOVE. PRIOR TO PERMITTING ANY TRANSFER, UNLESS THE COMPANY HAS RECEIVED MAY REQUEST AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THE COMPANY THAT SUCH TRANSFER IS TO BE EFFECTED IN A TRANSACTION DOES NOT REQUIRE REGISTRATION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE US SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSOR IS EXEMPT FROM REGISTRATION. THE HEDGING TRANSACTIONS INVOLVING THESE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFMAY NOT BE CONDUCTED DIRECTLY OR INDIRECTLY, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF IN COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERUS SECURITIES ACT.”

Legend. Seller acknowledges and agrees that the stock certificates representing the Vertex Common Stock Consideration issued hereunder shall contain legends substantially in the form of the following, as well as any additional legends that may contain be required by applicable Law or as Vertex or Parent may reasonably deem necessary or advisable (and a stop transfer order may be placed against the transfer of such shares); provided, however, that only the Vertex Common Stock subject to the Escrow Agreement shall bear the first legend in form acceptable to Parentidentified below: THESE SECURITIES ARE SUBJECT TO AN ESCROW AGREEMENT WITH THE ISSUER AND THE ESCROW AGENT NAMED THEREIN (THE "ESCROW AGREEMENT"), including the following legend: A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE ISSUER AND WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION OF THE SECURITIES. THESE SECURITIES REPRESENTED HEREBY HAVE WILL BE DEPOSITED WITH THE ESCROW AGENT PURSUANT TO THE ESCROW AGREEMENT AND MAY NOT BE OFFERED, EXCHANGED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF (EACH A "TRANSFER") EXCEPT IN COMPLIANCE WITH THE TERMS OF THE ESCROW AGREEMENT. THESE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE ASSET PURCHASE AGREEMENT DATED OCTOBER __, 2014, BY AND AMONG CERTAIN AFFILIATES OF THE ISSUER AND CERTAIN OTHER PERSONS, WHICH RESTRICT THE RIGHT TO TRANSFER, SELL OR OTHERWISE DISPOSE OF THESE SECURITIES. A COPY OF SUCH ASSET PURCHASE AGREEMENT IS AVAILABLE FOR REVIEW BY THE RECORD HOLDER OF THESE SECURITIES AT THE PRINCIPAL OFFICES OF THE ISSUER. THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONAND, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES LAWS ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT LOAN SECURED BY SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERSECURITIES.

Legend. Seller acknowledges Neither the sale of the Warrants nor the issuance of any of the Warrant Shares upon exercise of the Warrants have been registered under the Securities Act or under applicable state securities laws. The Warrants and agrees that the certificates representing Warrant Shares issued upon exercise of the Stock Consideration may contain Warrants shall not be sold or transferred unless either (i) they first shall have been registered under applicable federal and state securities laws, or (ii) such sale or transfer is exempt from the registration requirements of such laws. Each Warrant Certificate shall bear a legend substantially in form acceptable to Parent, including the following legendform, as appropriate: THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. ANY SALE, OFFER FOR SALE, DISPOSITION, MORTGAGE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF THE WARRANTS MAY BE MADE ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE WARRANTS UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. Each certificate, if any, representing any Warrant Shares shall bear a legend substantially in the following form, as appropriate: THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE ANY APPLICABLE STATE SECURITIES LAWS OF LAWS. ANY STATE SALE, OFFER FOR SALE, DISPOSITION, MORTGAGE, PLEDGE, HYPOTHECATION OR OTHER JURISDICTION, AND TRANSFER OF THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) MADE ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL AND APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.

Legend. Seller acknowledges The Purchaser and each Management Stockholder hereby agrees that the certificates each outstanding certificate representing the Stock Consideration may contain Shares issued to any of them, or any certificate issued in exchange for or upon conversion of any similarly legended certificate, shall bear a legend in form acceptable to Parent, including the following legendreading substantially as follows: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF UNDER ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS, AND MAY NOT BE OFFEREDOFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE COMPANY, SOLDIF THE COMPANY SO REQUESTS, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AN OPINION OF COUNSEL (1REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) PURSUANT TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR (2) PURSUANT TO AN EFFECTIVE FROM REGISTRATION STATEMENT OR QUALIFICATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY THESE SHARES THAT HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSBEEN SO REGISTERED (OR QUALIFIED). THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ALSO ARE SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT AND OBLIGATIONS, TO SECTION 8.10 WHICH ANY TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AS OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFAUGUST 5, 1998, A COPY OF SUCH AGREEMENT IS ON FILE AT WHICH MAY BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTCOMPANY. NO TRANSFER OF SUCH SECURITIES SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERAGREEMENT AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT.

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain Each certificate of Shares shall be stamped or otherwise imprinted with a legend substantially in form acceptable to Parent, including the following legendform: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE (THE "STATE ACTS") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE HARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, BY ANY STATE SECURITIES COMMISSION OR BY ANY OTHER REGULATORY AUTHORITY OF ANY OTHER JURISDICTION. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEITHER THE SHARES NOR ANY PART THEREOF MAY NOT BE OFFEREDOFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, PLEDGED ASSIGNED OR OTHERWISE TRANSFERRED AT ANY TIME EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ACT OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR FOR WHICH SUCH REGISTRATION IS OTHERWISE NOT REQUIRED AND (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE ACTS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH OTHER APPLICABLE LAWSSTATE ACTS OR FOR WHICH SUCH REGISTRATION OTHERWISE IS NOT REQUIRED. THE SECURITIES SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 BY THIS CERTIFICATE EVIDENCE THE PROPORTIONATE PORTION OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN SUCH HOLDER'S LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY. A STATEMENT OF THE RELATIVE RIGHTS AND PREFERENCES OF THE COMPANY'S LIMITED LIABILITY COMPANY INTERESTS, AS EVIDENCED BY ITS CLASSES OF COMMON SHARES AND OF PREFERRED SHARES WILL BE FURNISHED BY THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTREQUEST AND WITHOUT CHARGE. THERE IS NO TRANSFER PUBLIC MARKET FOR THE SHARES AND NONE IS EXPECTED TO DEVELOP. THEREFORE, RECIPIENTS OF SUCH SECURITIES SHARES WILL BE MADE ON REQUIRED TO BEAR THE BOOKS RISK OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERTIME.

Legend. Seller acknowledges and agrees that the The following legend shall be placed on all certificates representing Awarded Shares (in addition to any legend required under applicable state securities laws): On the Stock Consideration may contain a legend in form acceptable to Parent, including face of the following legendcertificate: “TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH CONDITIONS PRINTED ON THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER REVERSE OF THIS CERTIFICATE.” On the reverse: “THE SECURITIES ACT SHARES OF 1933STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN CELLSTAR CORPORATION 2003 LONG-TERM INCENTIVE PLAN, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT FROM TIME TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOFTIME, A COPY OF SUCH AGREEMENT WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTIN CARROLTON, TEXAS. NO TRANSFER OR PLEDGE OF SUCH SECURITIES WILL THE SHARES EVIDENCED HEREBY MAY BE MADE ON EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE BOOKS PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.” The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws: “SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH SUCH LAWS, AS TO WHICH THE TERMS COMPANY MAY RELY UPON AN OPINION OF SUCH RESTRICTION ON TRANSFERCOUNSEL SATISFACTORY TO THE COMPANY.”

Legend. Seller acknowledges and agrees that the certificates representing the Stock Consideration may contain Each certificate of Shares shall be stamped or otherwise imprinted with a legend substantially in form acceptable to Parent, including the following legendform: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE (THE "STATE ACTS") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, BY ANY STATE SECURITIES COMMISSION OR BY ANY OTHER REGULATORY AUTHORITY OF ANY OTHER JURISDICTION ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEITHER THE SHARES NOR ANY PART THEREOF MAY NOT BE OFFEREDOFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, PLEDGED ASSIGNED OR OTHERWISE TRANSFERRED AT ANY TIME EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ACT OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR FOR WHICH SUCH REGISTRATION IS OTHERWISE NOT REQUIRED AND (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE ACTS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH OTHER APPLICABLE LAWSSTATE ACTS OR FOR WHICH SUCH REGISTRATION OTHERWISE IS NOT REQUIRED. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE EVIDENCE THE PROPORTIONATE PORTION OF SUCH HOLDER'S LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN THE TRANSFER RESTRICTIONS ON TRANSFER PURSUANT TO CONTAINED IN SECTION 8.10 9 OF THAT CERTAIN ASSET PURCHASE THE OPERATING AGREEMENT ENTERED INTO BETWEEN OF THE COMPANY. A STATEMENT OF THE RELATIVE RIGHTS AND PREFERENCES OF THE COMPANY'S LIMITED LIABILITY COMPANY INTERESTS, AS EVIDENCED BY ITS CLASSES OF COMMON SHARES AND OF CLASS A PREFERRED SHARES AND OF CLASS B PREFERRED SHARES WILL BE' FURNISHED BY THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUESTREQUEST AND WITHOUT CHARGE. THERE IS NO TRANSFER PUBLIC MARKET FOR THE SHARES AND NONE IS EXPECTED TO DEVELOP. THEREFORE, RECIPIENTS OF SUCH SECURITIES SHARES WILL BE MADE ON REQUIRED TO BEAR THE BOOKS RISK OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.TIME. 9.3 Notice of Proposed Transfer. Subject to any other restrictions in Section 9.1 and Section 9.5, prior to any transfer or sale of any shares, the transferring Member shall deliver a written notice (in accordance with Section 12.1 hereof) to the Managing Member describing briefly the manner of such transfer or sale, a certificate of the transferee that it is a "qualified purchaser" within the meaning of the Investment Company Act of 1940, and a written opinion of counsel for such Member to the effect that such transfer or sale may be effected without the registration of such securities under the Securities Act. Upon receipt of such notice, the Managing Member will notify all of the Members of the proposed transfer or sale. 9.4

Legend. Seller acknowledges and (a) The Investor agrees that the all certificates or other instruments representing the Stock Consideration may contain securities subject to this Agreement will bear a legend in form acceptable substantially to Parent, including the following legendeffect: “THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF: (A) EXCEPT (1) WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSLAWS AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, OFFER TO SELL, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS INSTRUMENT IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AS SET FORTH IN THE INVESTOR RIGHTS AGREEMENT ENTERED INTO BETWEEN AMONG THE COMPANY ISSUER, THE ORIGINAL HOLDER OF THESE SECURITIES AND THE STOCKHOLDER LISTED ON THE FACE HEREOFCERTAIN OTHER PARTIES THERETO, A COPY OF SUCH AGREEMENT IS ON FILE WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY AND ISSUER. SUCH RESTRICTION TRANSFER RESTRICTIONS ARE BINDING ON TRANSFER WILL BE PROVIDED TRANSFEREES OF THESE SECURITIES. SUCH SECURITIES MAY NOT BE, DIRECTLY OR INDIRECTLY, TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED, EXCEPT PURSUANT TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER PROVISIONS OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERAGREEMENT.”

Legend. Seller acknowledges and (a) The Investor agrees that the all certificates or other instruments representing the Stock Consideration may contain Capital Securities will bear a legend in form acceptable substantially to Parent, including the following legendeffect: " THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (1) WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT OR PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (B) FOR SO LONG AS THE SECURITIES LAWS OF OTHER JURISDICTIONSREPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, AND TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 8.10 4975 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE STOCKHOLDER LISTED ON THE FACE HEREOF“CODE”) (EACH, A COPY “PLAN”), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”), AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN, MAY ACQUIRE OR HOLD THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH AGREEMENT PURCHASER OR HOLDER IS ON FILE AT ELIGIBLE FOR THE PRINCIPAL OFFICE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING OR THE REQUIREMENTS OF U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1 ARE SATISFIED SUCH THAT NEITHER THE CAPITAL SECURITIES CERTIFICATE HELD BY THE PURCHASER OR HOLDER NOR THE UNDERLYING ASSETS OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER ISSUER TRUST CONSTITUTE “PLAN ASSETS” UNDER ERISA OR THE CODE. ANY PURCHASER OR HOLDER OF THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE PROVIDED DEEMED TO THE HOLDER HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF UPON REQUEST. NO TRANSFER OF THAT IT EITHER (A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES WILL BE MADE ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN, OR (B) IS ELIGIBLE FOR THE BOOKS EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING OR U.S. DEPARTMENT OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFERLABOR REGULATION SECTION 2550.401c-1."