Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. Each certificate representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing The Purchaser acknowledges and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company Stock shalland its counsel that such registration shall no longer be required, except as otherwise provided hereinsuch Securities may be subject to a stop-transfer order placed against the transfer of such Securities, be stamped or otherwise imprinted with and such Securities shall bear a restrictive legend in substantially in the following form: "THIS SECURITY HAS THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND AMENDED. THEY MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SAID ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES OR AN OPINION OF LEGAL COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF SECURITIES EVIDENCED BY THIS SECURITY IS ENTITLED CERTIFICATE ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED AS OF MAY __NOVEMBER 20, 19982002, A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION." A certificate AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementthis legend.

Restrictive Legend. Each certificate representing Company Stock Registrable Securities ------------------ shall, except as otherwise provided hereinin this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY APPLICABLE STATE SECURITIES LAWS LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH SECURITIES MAY NOT BE TRANSFERRED OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS: (i1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; OR (2) AN OPINION OF COUNSEL, WHICH MAY BE THE IN-HOUSE COUNSEL FOR PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (i) there is an effective registration statement covering the securities represented by such certificate, or (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __with such request, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate the Company shall not bear such legend if in have received either the opinion of counsel satisfactory referred to in Section 3(i) or the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant "no-action" letter referred to Rule 144 or an effective registration statementin Section 3(ii).

Restrictive Legend. Each certificate representing Company Stock shall, except as otherwise provided herein, This Warrant and any Warrant issued upon transfer or partial exercise of this Warrant shall be stamped or otherwise imprinted with a legend substantially in the following formlegend, in addition to any legend required under applicable state securities laws: "“THIS SECURITY HAS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS OR OTHER JURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED IN VIOLATION OF UNLESSSUCH ACT AND LAWS OR THE PROVISIONS OF THIS WARRANT.” Each Share certificate representing Warrant Shares shall bear the following legend: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED IN VIOLATION OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) OR THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER PROVISIONS OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __WARRANT.” Upon request of the holder of a Share certificate, 1998the Company shall issue to that holder a new certificate free of the foregoing legend, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear if, with such legend if in request, such holder provides the Company with an opinion of counsel satisfactory (including in-house counsel) reasonably acceptable to the Company to the effect that the securities represented thereby evidenced by such certificate may be publicly sold without registration restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementAct.

Restrictive Legend. Each certificate representing Company the shares comprising the Stock shallConsideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAW OR AN OPINION OF LEGAL COUNSEL FOR OR SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONNOT REQUIRED. THE HOLDER OF THIS SECURITY IS ENTITLED IN ADDITION, THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS SET FORTH RESTRICTIONS ON TRANSFER CONTAINED IN A REGISTRATION RIGHTS STOCK PURCHASE AGREEMENT DATED AS OF MAY __DECEMBER 4, 1998, A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE AT THE SECRETARY OF THE CORPORATION." A certificate COMPANY'S OFFICES. At any time after the EcoScience Shares shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration have been registered under the Securities Act and or shall be tradable without restriction under this Agreement or any applicable state securities laws Rule or if such securities have been sold pursuant to Rule 144 or an effective registration statementRegulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing Company Preferred Stock ------------------ shall, except as otherwise provided hereinin this Section 2, be stamped or otherwise imprinted with a legend substantially in the following form: "THE SECURITIES EVIDENCED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: UNLESS THE SHARES (iA) THERE IS AN EFFECTIVE REGISTRATION STATEMENT HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS, (B) ARE TRANSFERABLE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; ACT, OR (iiC) IN THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT COMPANY ARE TRANSFERABLE PURSUANT TO ANOTHER EXEMPTION FROM SUCH REGISTRATION OR (iii) UNDER THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONSECURITIES ACT." A certificate shall not bear such legend, or such legend shall be promptly removed, if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if the Holder provides the Company with a certificate that such securities have been sold pursuant to Holder satisfies all the requirements of Rule 144 or an effective registration statement(k).

Restrictive Legend. Each certificate representing Unless there is a Registration Statement or the Company Stock shalland its transfer agent have been provided with an opinion of legal counsel, except as otherwise provided hereinin form and substance reasonably acceptable to the Company and its transfer agent, to the effect that such restrictive legend is not required, the Warrant Shares will be stamped or otherwise imprinted endorsed with a restrictive legend substantially in the following formas follows: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE 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 1933 (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND AND, ACCORDINGLY, MAY NOT BE TRANSFERRED OFFERED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS SOLD EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN AS EVIDENCED BY A LEGAL OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT TRANSFEROR TO SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) EFFECT, THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE OBTAINED FROM CONDUCTED UNLESS IN COMPLIANCE WITH THE SECRETARY OF THE CORPORATIONSECURITIES ACT." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with the Shares and each certificate representing the Underlying Shares will contain a legend substantially in to the following form: "effect (in addition to any legends required under applicable securities laws). THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS AND LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY OFFERED, SOLD, TRANSFERRED, ENCUMBERED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS: EXCEPT PURSUANT TO (iA) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING LAWS, OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, INCLUDING RULE 144, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH TRANSACTION; (ii) OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE CORPORATION RECEIVES DELIVERY OF AN OPINION OF LEGAL COUNSEL COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONEACH OF THEM. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __To the extent that the circumstances or provisions requiring the above legend have ceased to be effective, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company will upon request reissue certificates without the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlegend.

Restrictive Legend. Each certificate representing Company (i) the Shares, and any additional shares of Common Stock shallacquired pursuant to Section 7.1 (which will have not been registered under all federal securities laws) or (ii) any other securities issued in respect of the foregoing upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933l933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING LAW OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONAPPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __Upon request of a holder of such a certificate, 1998the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate if with such request, the Company shall not bear such legend if in have received either the opinion of counsel satisfactory referred to in Section 8.4(i) or the "no-action" letter referred to in Section 8.4(a)(ii), to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each certificate representing Company the Common Stock shallor any other securities issued upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT LAWS. NO TRANSFER OF SAID SECURITIES SHALL BE TRANSFERRED OR OTHERWISE DISPOSED PERMITTED IN THE ABSENCE OF UNLESS: (iI) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; THE SHARES PROPOSED TO BE TRANSFERRED OR (iiII) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY REQUIREMENTS OF THE CORPORATION." A ACT AND OF ANY APPLICABLE STATE LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall not bear such legend if have received either an opinion referred to in the opinion of counsel satisfactory Section 3 to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if laws, (y) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities have been sold pursuant represented by such certificate for a period of at least two years. The Company will use its reasonable best efforts to Rule 144 or an effective registration statementassist any holder in complying with the provisions of this Section 2 for removal of the legend set forth above.

Restrictive Legend. Each certificate representing Company Stock shallThe Warrant Shares shall be represented by certificates, except as and, unless otherwise provided hereinpermitted by the provisions of this §8.2, shall be stamped or otherwise imprinted marked with a legend reading substantially in the following formas follows: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE "ACT"), OR ANY STATE SECURITIES LAWS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO BE MADE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONLAWS. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate If a registration statement covering the Warrant or any Warrant Shares shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration become effective under the Securities Act and under any applicable state securities laws laws, or if the Company shall receive an opinion of counsel reasonably satisfactory to the Company (which shall include counsel to the Company and counsel to the original Holder of the Warrant) that, in the opinion of such securities have been sold pursuant counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded by Rule 144(b) under the Securities Act), the Company shall, or shall instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates without such legend. Upon the reasonable written request of a Holder, the Company shall forthwith request counsel to Rule 144 or render an effective registration statementopinion with respect to the matters covered in this paragraph, and the Company shall pay all expenses in connection with such matters.

Restrictive Legend. Each certificate representing Company Stock shall(i) the Shares, except as otherwise provided herein------------------ and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend substantially legends in the following form: form (in addition to any legend required under applicable state securities laws): "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND . SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED PLEDGED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY (WHICH MAY BE COUNSEL FOR THE COMPANY) OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE CORPORATION IT STATING THAT SUCH TRANSACTION SALE OR TRANSFER IS EXEMPT FROM SUCH THE REGISTRATION OR (iii) AND PROSPECTUS DELIVERY REQUIREMENTS OF THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. SECURITIES ACT." "THE HOLDER SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT IN THE EVENT OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998PUBLIC OFFERING, A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE WITH THE SECRETARY OF THE CORPORATIONCOMPANY." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate representing Company (i) this Warrant, ------------------ (ii) the shares of Common Stock shallissued upon exercise of the Warrant, except as and (iii) any other securities issued in respect of such shares of Common Stock upon any stock split, stock dividend, or similar event (collectively, the "RESTRICTED SECURITIES"), shall -- unless otherwise provided herein, permitted by the provisions of SECTION 3(c) below or unless such securities have been registered under the Securities Act -- be stamped or otherwise imprinted with a legend substantially in the following formlegend, in addition to any legend required under applicable state securities laws: "THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED OR OTHERWISE DISPOSED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES BLUE SKY LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONEXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A Upon request of a holder of a certificate shall not bear with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if in appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion of counsel satisfactory referred to in SECTION 3(c)(i) or the "no-action" letter referred to in SECTION 3(c)(ii) to the Company effect that any transfer by such holder of the securities represented thereby may evidenced by such certificate will be publicly sold without exempt from the registration under or qualification requirements of, and that such legend is not required in order to establish compliance, with the Securities Act Act, and if applicable, any applicable state securities laws or if under which transfer restrictions on such securities have had been sold pursuant to Rule 144 or an effective registration statementpreviously imposed.

Restrictive Legend. Each certificate representing Company Stock shallThe Purchaser acknowledges and agrees that, except until such time as otherwise provided hereinthe Shares shall have been registered under the Securities Act in accordance with the terms of the Registration Rights Agreement or sold in accordance with Section 4(a), be stamped or otherwise imprinted with the Shares shall bear a restrictive legend in substantially in the following form: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND AMENDED. THEY MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR, IF PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) TERMS OF THE CORPORATION RECEIVES SUBSCRIPTION AGREEMENT DATED AS OF 2 MAY 2005, PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONCOMPANY. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A The legend set forth above shall be removed and the Company shall issue a certificate shall not bear without such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without holder of any Share upon which it is stamped, if such Share is registered for sale under an effective registration statement filed under the Securities Act and any applicable state securities laws pursuant to the Registration Rights Agreement or if such securities have been Shares are proposed to be sold pursuant to Rule 144 or an effective exemption from registration statementas provided in this Agreement and the Company receives an opinion of counsel with respect to compliance with such exemption. The Purchaser agrees to sell all Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

Restrictive Legend. Each certificate representing Company for Warrant Stock shall, except as otherwise provided herein, shall be stamped or otherwise imprinted with a legend substantially in the following formlegend: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE THE SECURITIES LAWS AND OF ANY STATE. NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: EXCEPT PURSUANT TO (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; OR (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED EXEMPTION FROM THE SECRETARY REGISTRATION REQUIREMENTS OF THE CORPORATION." A SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, SUCH EXEMPTION TO BE EVIDENCE BY SUCH DOCUMENTATION AS THE ISSUER MAY REASONABLY REQUEST. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act ) shall not also bear such legend if in unless, the opinion holder of counsel satisfactory such certificate shall have delivered to the Company an opinion of counsel, in writing and addressed to the Company (which counsel and opinion shall be reasonably acceptable to the Company), that the securities represented thereby may need no longer be publicly sold without registration subject to restrictions on resale under the Securities Act and or any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each certificate representing Company (i) ------------------ the Securities, or (ii) shares of the Class A Common Stock shallissued upon conversion of Securities convertible into shares of Class A Common Stock or upon exercise of the Warrants, except as or (iii) any other securities issued in respect of the Securities, the Warrants or the Class A Common Stock issued upon conversion of Securities convertible into shares of Class A Common Stock or upon exercise of the Warrants, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAW OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION NOT REQUIRED OR (iii) UNLESS THE CORPORATION IS OTHERWISE SATISFIED COMPANY RECEIVES EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED SECURITIES WERE TRANSFERRED PURSUANT TO CERTAIN REGISTRATION RIGHTS SET FORTH AND IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __COMPLIANCE WITH RULE 144 OR RULE 144A. Upon request of a holder of such a certificate, 1998the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate if, with such request, the Company shall not bear such legend if in have received either the opinion of counsel satisfactory referred to in Section 4.3(i), or the "no-action" letter referred to in Section 4.3(ii), to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if and that such securities have been sold pursuant legend is not required in order to Rule 144 or an effective registration statementestablish compliance with any provisions of the Securities Act.

Restrictive Legend. Each certificate representing Company (a) this Warrant, (b) the shares of Common Stock shallor other securities issued upon exercise of the Warrant and (c) any other securities issued in respect of such shares of Common Stock upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event (collectively, the "Restricted Securities"), shall (unless otherwise provided herein, permitted by the provisions of Section 8.4 below or unless such securities have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following formlegend, in addition to any legend required under applicable state securities laws: "THIS SECURITY HAS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (iiLAWS. Upon request of a holder of such a certificate, the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Corporation shall have received either the opinion referred to in Section 8.4(a) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iiior the "no-action" letter referred to in Section 8.4(b) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __to the effect that any transfer by such holder of the securities evidenced by such certificate will be exempt from the registration and/or qualification requirements of, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear and that such legend if is not required in the opinion of counsel satisfactory order to the Company the securities represented thereby may be publicly sold without registration under establish compliance with, the Securities Act Act, and if applicable, any applicable state securities laws or if under which transfer restrictions on such securities have had been sold pursuant to Rule 144 or an effective registration statementpreviously imposed.

Restrictive Legend. Each certificate representing Company Stock shallthe Shares and, except as otherwise provided hereinin Section 3 hereof, each certificate issued upon exchange or transfer of any of the Shares, shall be stamped or otherwise imprinted with a legend substantially in the following form: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. NO DISPOSITION OF THE SECURITIES MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: MADE UNLESS (i) THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; IS THEN IN EFFECT WITH RESPECT THERETO, (ii) THE CORPORATION RECEIVES AN A WRITTEN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION COMPANY FROM COUNSEL FOR THE COMPANY OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE COMPANY HAS BEEN OBTAINED TO THE EFFECT THAT SUCH TRANSACTION IS EXEMPT FROM NO SUCH REGISTRATION IS REQUIRED OR (iii) A "NO-ACTION" LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONSECURITIES AND EXCHANGE COMMISSION." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing Company Stock shall(i) the ------------------ Shares, except as otherwise provided hereinand (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend substantially legends in the following form: form (in addition to any legend required under applicable state securities laws): "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND . SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED PLEDGED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY (WHICH MAY BE COUNSEL FOR THE COMPANY) OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE CORPORATION IT STATING THAT SUCH TRANSACTION SALE OR TRANSFER IS EXEMPT FROM SUCH THE REGISTRATION OR (iii) AND PROSPECTUS DELIVERY REQUIREMENTS OF THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. SECURITIES ACT." "THE HOLDER SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT IN THE EVENT OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998PUBLIC OFFERING, A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE WITH THE SECRETARY OF THE CORPORATIONCOMPANY." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate representing Company (i) this ------------------ Warrant, (ii) the shares of Common Stock shallissued upon exercise of the Warrant and (iii) any other securities issued in respect of such shares of Common Stock upon any stock split, except as stock dividend or similar event (collectively, the "Restricted Securities"), shall (unless otherwise provided herein, permitted by the provisions of Section 4(c) below or unless such securities have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following formlegend, in addition to any legend required under applicable state securities laws: "THIS SECURITY HAS THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONLAWS. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A Upon request of a holder of a certificate shall not bear with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if in appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion of counsel satisfactory referred to in Section 4(c)(i) or the "no-action" letter referred to in Section 4(c)(ii) to the Company effect that any transfer by such holder of the securities represented thereby may evidenced by such certificate will be publicly sold without exempt from the registration under and/or qualification requirements of, and that such legend is not required in order to establish compliance with the Securities Act Act, and if applicable, any applicable state securities laws or if under which transfer restrictions on such securities have had been sold pursuant to Rule 144 or an effective registration statementpreviously imposed.

Restrictive Legend. (a) Each certificate representing Company Stock shall, except as Shares shall (unless otherwise provided herein, permitted by this Agreement) be stamped or otherwise imprinted with a legend substantially in the following form: "form (in addition to any legend required under applicable state securities laws or otherwise): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE TRANSFERRED OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, ASSIGNED, OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER THE ACT AND APPLICABLE STATE AND FEDERAL SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) OR UNLESS, IN THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO XXXXX XXXXXXX ENTERPRISES, INC. (THE CORPORATION THAT “COMPANY”), SUCH TRANSACTION QUALIFICATION AND REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) NOT REQUIRED. ANY TRANSFER OF THE CORPORATION SECURITIES REPRESENTED BY THIS CERTIFICATE IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED FURTHER SUBJECT TO CERTAIN REGISTRATION RIGHTS OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH IN A REGISTRATION RIGHTS AGREEMENT THE AMENDED AND RESTATED CHARTER OF THE COMPANY AND IN THE SHAREHOLDERS AGREEMENT, DATED AS OF MAY __FEBRUARY 7, 19982005, A COPY BY AND AMONG THE COMPANY AND CERTAIN OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONITS SHAREHOLDERS." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.”

Restrictive Legend. 3 Restrictive Legend.3 Restrictive Legend tc \l 00 ".0 Xxxxxxxxxxx Legend" . Each certificate representing Company the Series D Preferred, the Conversion Stock, the Warrant Stock shalland any other securities issued in respect of the foregoing upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following form: "form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ) OR ANY STATE SECURITIES LAWS AND LAWS. SUCH SHARES MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) NOT REQUIRED UNDER THE CORPORATION IS OTHERWISE SATISFIED ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH, THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. CERTAIN STOCK PURCHASE AGREEMENT AMONG THE HOLDER OF THIS SECURITY IS ENTITLED TO THESE SECURITIES AND CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OTHER HOLDERS OF MAY __, 1998THE COMPANY'S STOCK, A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE AT THE SECRETARY PRINCIPAL OFFICE OF THE CORPORATIONISSUER." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with a legend Merger Shares shall bear substantially in the following form: "legend (in addition to any legends required under applicable securities laws): THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE "ACT"), OR ANY STATE SECURITIES LAWS AND SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR OTHERWISE DISPOSED OF UNLESSAN EXEMPTION THEREFROM. THE SHARES ARE FURTHER SUBJECT TO CERTAIN CONTRACTUAL RESTRICTIONS WHICH IMPACT THE ABILITY TO SELL OR TRANSFER SUCH SHARES. And with respect to Affiliates of Company, shall bear the following additional legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT APPLIES, AND MAY ONLY BE TRANSFERRED (i1) THERE IS IN CONFORMITY WITH RULE 145, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; STATEMENT, OR (ii3) THE CORPORATION RECEIVES AN IN ACCORDANCE WITH A WRITTEN OPINION OF LEGAL COUNSEL SATISFACTORY COUNSEL, REASONABLY ACCEPTABLE TO THE CORPORATION ISSUER, IN FORM AND SUBSTANCE TO THE EFFECT THAT SUCH TRANSACTION TRANSFER IS EXEMPT FROM SUCH REGISTRATION OR (iiiUNDER THE SECURITIES ACT OF 1933. The legends contained in this Section 6.9(h) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A shall be removed from a certificate shall not bear such legend if in connection with any sale in compliance with the opinion terms of counsel satisfactory this Agreement and pursuant to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws resale Registration Statement or if such securities have been sold pursuant to Rule 144 promulgated under the 1933 Act (if accompanied by any legal opinion reasonably required by the Purchaser), but shall not be removed in any other circumstance without Purchaser's prior written consent (which consent shall not be unreasonably withheld or an effective registration statementdelayed and shall be granted if such legend is no longer appropriate).

Restrictive Legend. Each certificate representing Company Stock shallBuyer acknowledges and agrees that the certificates for the Initial Shares, except the Adjustment Warrants, the Adjustment Shares, the Warrants, and the Warrant Shares and, until such time as otherwise provided hereinthe Common Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreements, be stamped or otherwise imprinted with the certificates for the Common Shares shall bear a restrictive legend in substantially in the following form: "form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE "ACT"), OR ANY STATE SECURITIES LAWS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreements has been declared effective, thereafter (i) upon request of a Buyer the Company will substitute certificates without the above-referenced legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such legend and promptly remove any stop-transfer restriction relating to such Common Shares, but in no event later than three Business Days after surrender of such certificates by such Buyer, and (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate the Company shall not bear such place any restrictive legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and on certificates for any applicable state securities laws Common Shares issued or if such securities have been sold pursuant to Rule 144 or an effective registration statementimpose any stop-transfer restriction thereon.

Restrictive Legend. Each certificate representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with the Shares will contain a legend substantially in to the following form: "effect (in addition to any legends required under applicable securities laws). THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS AND LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY OFFERED, SOLD, TRANSFERRED, ENCUMBERED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS: EXCEPT PURSUANT TO (iA) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING LAWS, OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, INCLUDING RULE 144, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH TRANSACTION; (ii) OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE CORPORATION RECEIVES AN OPINION DELIVERY OF LEGAL COUNSEL REASONABLE AND CUSTOMARY CERTIFICATIONS AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONEACH OF THEM. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __To the extent that the circumstances or provisions requiring the above legend have ceased to be effective, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company will upon request reissue certificates without the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlegend.

Restrictive Legend. Each Until otherwise permitted by this SECTION 4, each certificate representing Company for Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferee of any such certificate, each certificate for any Warrant Stock shallissued upon exercise of any Warrant, except as otherwise provided hereineach certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, each certificate for any Other Securities issued in connection with the exercise of any Warrant, each certificate for any Other Securities issued to any subsequent transferee of any such certificate in respect thereof, each certificate for Interest Stock issued pursuant to the Loan Agreement and each certificate for Interest Stock issued to any subsequent transferee of any such certificate in respect thereof, shall be stamped or otherwise imprinted with a legend in substantially in the following form: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE EXCEPT IN COMPLIANCE WITH THE REGISTRATION STATEMENT UNDER THE ACT OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES OR UNLESS AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION COMPANY IS OBTAINED TO THE EFFECT THAT SUCH TRANSACTION REGISTRATION AND QUALIFICATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONNOT REQUIRED." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate Any certificates representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with a legend substantially in the Company’s Shares shall have the following formlegend written, stamped, or printed on the face or reverse thereof reading substantially as follows: "THIS SECURITY HAS SHARE CERTIFICATE IS ISSUED ONLY TO AN INSURED OF THE COMPANY. THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR THE HOLDER’S OWN ACCOUNT, AND NOT BEEN WITH A VIEW TO THE SALE OR TRANSFER THEREOF. THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, GIFTED, HYPOTHECATED, PLEDGED OR ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF THE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY. PURSUANT TO THE LIABILITY RISK RETENTION ACT OF 1986, THE SHARES EVIDENCED BY THIS CERTIFICATE ARE EXEMPTED FROM REGISTRATION UNDER THE SECURITIES ACT OF 19331933 AND STATE SECURITIES LAWS. ACCORDINGLY, AS AMENDED (NEITHER THE "ACT"), OR SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED COMMISSION HAS REVIEWED THE MERITS OF OR OTHERWISE DISPOSED APPROVED THE ISSUANCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONTHESE SHARES. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear such legend if in the opinion /// 4 Purchaser’s Initials Date Shares of counsel satisfactory to the Company the securities represented thereby may be publicly sold issued without registration under the Securities Act and any issuance of a share certificate, as permitted by applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaw.

Restrictive Legend. Each certificate representing Company (a) the Notes, (b) the Preferred Shares, (c) shares of the Common Stock shallissued upon conversion of any Note and/or Preferred Share, except and (d) any other securities issued in respect of the Notes, the Preferred Shares or Common Stock issued upon conversion of any Note and/or Preferred Share upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in (a) through (d) being referred to herein as "Restricted Securities"), shall (unless otherwise provided herein, permitted by the provisions of Section 8.3 below) be stamped or otherwise imprinted with a legend substantially substan tially in the following form: "form (in addition to the legend required under any applicable state securities laws): THE [SHARES] [NOTE] REPRESENTED BY THIS SECURITY HAS CERTIFI CATE [HAVE] [HAS] BEEN ACQUIRED FOR INVESTMENT AND [HAVE] [HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. SUCH [SHARES] [NOTE] MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATIONS OR OTHERWISE DISPOSED EXEMPTIONS THERE FROM UNDER SAID ACT OR LAWS. COPIES OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AGREEMENT COVERING THE PURCHASE OF [THESE SHARES] [THIS NOTE] AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. RESTRICTING [THEIR] [ITS] TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY IS ENTITLED CERTIFICATE TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONCOMPANY." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each This Warrant and each certificate representing Company Stock shall(i) the Warrant Shares or (ii) any other securities issued in respect of the Warrant Shares upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act of 1933 (the "Act")) be stamped or otherwise imprinted with a legend substantially in the following formform (in addition to any legend required under applicable state securities laws), and shall be subject to the provisions thereof: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAWS, OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY TO THE EFFECT THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) AND QUALIFICATION ARE NOT REQUIRED UNLESS SOLD PURSUANT TO RULE 144 UNDER THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONACT." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing Company Stock shall(i) the Shares, except as or (ii) Conversion Shares, or (iii) any other securities issued in respect of the Shares or the Conversion Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND OF 1933 OR APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __Upon request of a holder of such a certificate, 1998the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate if with such request, the Company shall not bear such legend if in have received either the opinion of counsel satisfactory referred to in Section 7.3(a)(i) or the "no-action" letter referred to in Section 7.3(a)(ii), to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each certificate representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with a legend substantially in for Warrant Shares shall contain the following form: "THIS SECURITY HAS legend, unless and until such Warrant Shares have been registered for resale under the Securities Act of 1933, as amended (the “Securities Act”), or are freely tradable under Rule 144 promulgated under the Securities Act (“Rule 144”). “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES, OR “BLUE SKY,” LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. THESE SECURITIES LAWS HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OR A WRITTEN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE SECURITY BANK CORPORATION THAT SUCH TRANSACTION REGISTRATION IS EXEMPT NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION OR (iii) IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONSECURITIES ACT AND OTHER APPLICABLE LAWS." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.”

Restrictive Legend. Each certificate representing Unless there is a Registration Statement or the Company Stock shalland its transfer agent have been provided with an opinion of legal counsel, except as otherwise provided hereinin form and substance reasonably acceptable to the Company and its transfer agent, to the effect that such restrictive legend is not required, the Conversion Shares will be stamped or otherwise imprinted endorsed with a restrictive legend substantially in the following formas follows: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE 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 1933 (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND AND, ACCORDINGLY, MAY NOT BE TRANSFERRED OFFERED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS SOLD EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN AS EVIDENCED BY A LEGAL OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT TRANSFEROR TO SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) EFFECT, THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE OBTAINED FROM CONDUCTED UNLESS IN COMPLIANCE WITH THE SECRETARY OF THE CORPORATIONSECURITIES ACT." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing Company Stock shall(i) the Shares, except as otherwise provided hereinand (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend substantially legends in the following form: form (in addition to any legend required under applicable state securities laws): "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND . SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED PLEDGED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER OR UNLESS THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY (WHICH MAY BE COUNSEL FOR THE COMPANY) OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE CORPORATION IT STATING THAT SUCH TRANSACTION SALE OR TRANSFER IS A EXEMPT FROM SUCH THE REGISTRATION OR (iii) AND PROSPECTUS DELIVERY REQUIREMENTS OF THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. SECURITIES ACT." "THE HOLDER SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT IN THE EVENT OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998PUBLIC OFFERING, A COPY OF WHICH MAY BE OBTAINED FROM IS A ON FILE WITH THE SECRETARY OF THE CORPORATIONCOMPANY." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate representing Company (i) this ------------------ Warrant, (ii) the shares of Common Stock shallissued upon exercise of the Warrant and (iii) any other securities issued in respect of such shares of Common Stock upon any stock split, except as stock dividend or similar event (collectively, the "Restricted Securities"), shall (unless otherwise provided herein, permitted by the provisions of Section 4(c) below or unless such securities have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following formlegend, in addition to any legend required under applicable state securities laws: "THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED OR OTHERWISE DISPOSED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES BLUE SKY LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONEXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A Upon request of a holder of a certificate shall not bear with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if in appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion of counsel satisfactory referred to in Section 4(c)(i) or the "no-action" letter referred to in Section 4(c)(ii) to the Company effect that any transfer by such holder of the securities represented thereby may evidenced by such certificate will be publicly sold without exempt from the registration under and/or qualification requirements of, and that such legend is not required in order to establish compliance, with the Securities Act Act, and if applicable, any applicable state securities laws or if under which transfer restrictions on such securities have had been sold pursuant to Rule 144 or an effective registration statementpreviously imposed.

Restrictive Legend. Each certificate representing Company Stock shall(i) the shares of Series A Preferred, except as or (ii) Series A Conversion Shares, or (iii) any other securities issued in respect of the shares of Series A Preferred or the Series A Conversion Shares, upon any Adjustment Event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND OF 1933 OR APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __Upon request of a holder of such a certificate, 1998the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate if with such request, the Company shall not bear such legend if in have received either the opinion of counsel satisfactory referred to in Section 7.3(a)(i) or the "no-action" letter referred to in Section 7.3(a)(ii), to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each certificate representing Company Stock shallRegistrable Securities issued, and, except as otherwise provided hereinin Section 5, each certificate issued upon exchange or transfer of any Registrable Securities, shall be stamped or otherwise imprinted with a legend substantially in the following form: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), OR ANY STATE SECURITIES LAWS LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS: (i) THERE EXCEPT IN A TRANSACTION WHICH IS AN EFFECTIVE REGISTRATION STATEMENT EXEMPT UNDER THE FEDERAL ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS COVERING ANY OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH TRANSACTIONACT AND LAWS; (ii) IN THE CORPORATION RECEIVES CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION IT THAT SUCH TRANSACTION IS EXEMPT FROM AND DOES NOT REQUIRE SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONSHARES." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate All stock certificates representing Company Stock shares issued upon exercise of the Option shall, except as unless otherwise provided hereindetermined by the Board, be stamped or otherwise imprinted with have affixed thereto a legend substantially in the following form: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT AMONG EPL HOLDINGS, INC., EPL INTERMEDIATE, INC. AND CERTAIN MINORITY STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE "ACT"), OR ANY STATE SECURITIES LAWS SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED IN THE ABSENCE OF UNLESS: (i) THERE IS EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES OF 1933 OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONNOT REQUIRED UNDER SAID ACT." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate The Shares have not been registered under the Act and may not be resold in the United States unless registered or an exemption from registration is available. Company is required to refuse to register any transfer of the Shares not made pursuant to registration under the Act or an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with any of the Shares will bear a legend in substantially in the following form: "THIS SECURITY HAS THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY U.S. STATE SECURITIES LAWS AND LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE TRANSFERRED OFFERED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. Share certificates will be issued without such legend or at Purchaser’s option issue electronic delivery at the applicable balance account at DTC, if either (i) the Shares are registered for resale under the Act, or (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear such legend if in the Purchaser provides an opinion of its counsel satisfactory to the Company effect that the securities represented thereby Shares may be publicly sold issued without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementrestrictive legend.

Restrictive Legend. Each certificate representing Company Stock shall(i) the shares of Series A Preferred, except as or (ii) Series A Conversion Shares, or (iii) any other securities issued in respect of the shares of Series A Preferred or the Series A Conversion Shares, upon any Adjustment Event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND OF 1933 OR APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __Upon request of a holder of such a certificate, 1998the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate if with such request, the Company shall not bear such legend if in have received either the opinion of counsel satisfactory referred to in Section 7.3(i) or the "no-action" letter referred to in Section 7.3(ii), to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each certificate representing Company for Warrant Stock shallissued upon ------------------ the exercise of this Warrant, except as otherwise provided hereinand each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially in the following form: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS LAW AND MAY NOT BE TRANSFERRED OFFERED, SOLD OR OTHERWISE DISPOSED OF UNLESS: TRANSFERRED UNLESS EITHER (i1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY OR (2) AN EXEMPTION FROM SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF REGISTRATION IS AVAILABLE AND LEGAL COUNSEL OF THE HOLDER OF SUCH SHARES (WHICH COUNSEL IS REASONABLY SATISFACTORY TO THE CORPORATION THAT COMPANY) PROVIDES AN OPINION TO SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) EFFECT TO THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONCOMPANY." A The Company shall, upon the request of any holder of a stock certificate shall not bear bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if in such holder shall have delivered to the Company a legal opinion of counsel reasonably satisfactory to the Company to the securities represented thereby may be publicly sold without registration effect that the restrictions set forth herein are no longer required or necessary under the Securities Act and or any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaw.

Restrictive Legend. Each certificate representing Company Stock shallfor Warrant Shares initially issued upon the exercise of this Warrant, except as otherwise provided hereinand each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially in the following form: "THIS SECURITY HAS “THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: RESOLD UNLESS (iI) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO SAID ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTIONLAWS; OR (iiII) THE CORPORATION RECEIVES COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION IT THAT SUCH TRANSACTION IS EXEMPT FROM TRANSFER OR RESALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SAID ACT AND SUCH REGISTRATION LAWS AND THE RECIPIENT OF SUCH TRANSFER OR (iii) SALE EXECUTES AN AGREEMENT WITH THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED COMPANY OBLIGATING IT TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONABIDE BY COMPARABLE RESTRICTIONS ON TRANSFER AND RESALE." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.”

Restrictive Legend. Each certificate representing Company Stock shallRegistrable Securities issued, and, except as otherwise provided hereinin Section 4, each certificate issued upon exchange or transfer of any Registrable Securities, shall be stamped or otherwise imprinted with a legend substantially in the following form: "“THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“FEDERAL ACT"”), OR ANY STATE SECURITIES LAWS LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS: (i) THERE EXCEPT IN A TRANSACTION WHICH IS AN EFFECTIVE REGISTRATION STATEMENT EXEMPT UNDER THE FEDERAL ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS COVERING ANY OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH TRANSACTIONACT AND LAWS; (ii) IN THE CORPORATION RECEIVES CASE OF RELIANCE UPON AN EXEMPTION, GOLDLEAF MUST HAVE RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION IT THAT SUCH TRANSACTION IS EXEMPT FROM AND DOES NOT REQUIRE SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONSHARES." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.”

Restrictive Legend. Each This Warrant and each certificate ------------------ representing Company Stock shall(i) the Warrant Shares or (ii) any other securities issued in respect of the Warrant Shares upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act of 1933 (the "Act")) be stamped or otherwise imprinted with a legend substantially in the following form: "form (in addition to any legend required under applicable state securities laws), and shall be subject to the provisions thereof. THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAWS, OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY TO THE EFFECT THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) AND QUALIFICATION ARE NOT REQUIRED UNLESS SOLD PURSUANT TO RULE 144 UNDER THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONACT." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each note, certificate representing or other instrument evidencing the Notes issued by Company Stock shall, except as otherwise provided herein, shall be stamped or otherwise imprinted with a legend in substantially in the following formforms: "THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE TRANSFERRED OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT OR UNLESS SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION FROM, OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH NOT SUBJECT TO, REGISTRATION. THE HOLDER SECURITIES EVIDENCED BY THIS INSTRUMENT ARE SUBJECT TO THE TERMS OF THIS SECURITY IS ENTITLED TO A CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS NOTE PURCHASE AGREEMENT DATED AS OF MAY __OCTOBER 19, 19982007 AMONG COMPANY, THE HOLDERS IDENTIFIED THEREIN, AND TCW ASSET MANAGEMENT COMPANY, AS ADMINISTRATIVE AGENT, A COPY OF WHICH MAY IS ON FILE AT THE OFFICES OF TCW ASSET MANAGEMENT COMPANY AND WILL BE OBTAINED FROM FURNISHED BY TCW ASSET MANAGEMENT COMPANY TO THE SECRETARY OF THE CORPORATIONHOLDER HEREOF UPON REQUEST." A certificate Notwithstanding the foregoing, the restrictive legend set forth above shall not bear be required after the date on which the securities evidenced by such note, certificate or other instrument bearing such restrictive legend if in no longer constitute Restricted Notes, and upon the opinion request of counsel satisfactory the Holder of such Notes, Company, without expense to the Company Holder, shall issue a new note, certificate or other instrument as applicable not bearing the securities represented thereby may restrictive legend otherwise required to be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementborne thereby.

Restrictive Legend. Each certificate representing Company Stock shall(i) the Preferred Shares, except as or (ii) the Conversion Shares, or (iii) any other securities issued in respect of the Preferred Shares or the Conversion Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAW OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONNOT REQUIRED. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __Upon request of a Holder of such a certificate, 1998the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate if, with such request, the Company shall not bear such legend if in have received either the opinion of counsel satisfactory referred to in Section 8.4(i) or the "no-action" letter referred to in Section 8.4(ii) to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each certificate representing Company Stock shallany Buyer Shares and, except as otherwise provided hereinin Section 4.6.3 hereof, each certificate issued upon exchange or transfer of any Buyer Shares (whether or not such exchange or transfer shall constitute a Transfer) shall be stamped or otherwise imprinted with a legend substantially in the following form: "THE SHARES EVIDENCED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND MAY ONLY BE SOLD IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS. IN PARTICULAR, THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i1) THERE IS AN EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY OF 1933, AS AMENDED, WITH RESPECT TO SUCH TRANSACTION; (ii) SHARES SHALL THEN BE IN EFFECT OR UNLESS THE CORPORATION RECEIVES COMPANY SHALL HAVE RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT ANY PROPOSED TRANSFER OR DISPOSITION OF SUCH TRANSACTION SHARES IS EXEMPT FROM SUCH REGISTRATION OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (iii2) EXCEPT IN ACCORDANCE WITH THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS ASSET PURCHASE AGREEMENT DATED AS OF MAY __OCTOBER , 19981997 BETWEEN THE COMPANY AND FLOATING ARMS, INC., A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE WITH THE SECRETARY OF THE CORPORATIONCOMPANY AT ITS PRINCIPAL OFFICE." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with a legend Restricted Shares shall bear substantially in the following form: "legends (in addition to any legends required under applicable securities laws): THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, AS AMENDED THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SPECIFIED IN THE AGREEMENT AND PLAN OF REORGANIZATION AMONG THE ISSUER, XETI ACQUISITION CORPORATION AND XETI , INC. DATED OCTOBER 8, 1999 (THE "ACTAGREEMENT"), AND NO TRANSFER OF SHARES SHALL BE VALID OR ANY STATE SECURITIES LAWS AND EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENT, INCLUDING SECTION 5.1 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE REGISTERED HOLDER OF THIS SECURITY IS ENTITLED CERTIFICATE TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A COMPANY. The legend contained in this Section 5.1(h) shall be removed from a certificate in connection with any sale in compliance with the terms of this Agreement and pursuant to the Registration Statement, but shall not bear be removed in any other circumstance without Parent's prior written consent (which consent shall not be unreasonably withheld or delayed and shall be granted if such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementis no longer appropriate).

Restrictive Legend. Each certificate representing Company Series D Preferred Shares or Restricted Stock shall, except as otherwise provided hereinin this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) LAWS, OR THE CORPORATION RECEIVES AVAILABILITY OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED EXEMPTION FROM THE SECRETARY REGISTRATION PROVISIONS OF THE CORPORATIONSECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company (it being agreed that Testa, Hurwitz & Thibeault, LLP shall be satisfactory) the securities represented thereby may be xxxxxsexxxx xxerexx xxx xx publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each (a) Unless and until otherwise permitted by this Section 9, (i) each certificate representing Company for Warrants issued under this Agreement, (ii) each certificate for any Warrants issued to any transferee of any such certificate, (iii) each certificate for any Warrant Stock shallissued upon exercise of any Warrant and (iv) each certificate for any Warrant Stock issued to any transferee of any such certificate, except as otherwise provided herein, shall be stamped or otherwise imprinted with a legend in substantially in the following form: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE HYPOTHECATED UNLESS PURSUANT TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE ANY REQUIRED REGISTRATION OR QUALIFICATION UNDER ANY STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) LAWS, OR THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH PROPOSED TRANSACTION IS EXEMPT FROM SUCH DOES NOT REQUIRE REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONQUALIFICATION UNDER FEDERAL OR STATE SECURITIES LAWS." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate representing Company the Common Stock shallor any other securities issued upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT LAWS. NO TRANSFER OF SAID SECURITIES SHALL BE TRANSFERRED OR OTHERWISE DISPOSED PERMITTED IN THE ABSENCE OF UNLESS: (iI) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; THE SHARES PROPOSED TO BE TRANSFERRED OR (iiII) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY REQUIREMENTS OF THE CORPORATION." A ACT AND OF ANY APPLICABLE STATE LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall not bear such legend if have received either an opinion referred to in the opinion of counsel satisfactory Section 3 to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if laws, (y) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities have been sold pursuant represented by such certificate for a period of at least two years. The Company will use its reasonable best efforts to Rule 144 or an effective registration statementassist any holder in complying with the provisions of this Section 2 for removal of the legend set forth above.

Restrictive Legend. Each Bridge Note and certificate representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with a legend substantially in an Investor Warrant shall bear the following form: or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any applicable law or any other agreement to which the Company is a party): "THE TRANSFER OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS SECURITY HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAWS, OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONNOT REQUIRED." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate representing Company Registrable Stock shall, except as otherwise provided hereinin this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "THE SHARES OF STOCK EVIDENCED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS ) AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, ASSIGNED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE COVERING SUCH SHARES, COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES LAWS COVERING ANY ACT, SUCH TRANSACTION; (ii) AS RULE 144 PROMULGATED UNDER THE CORPORATION RECEIVES SECURITIES ACT, OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONNOT REQUIRED." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented being sold thereby may be publicly sold without registration under the Securities Act Act. For purposes of Sections 2 and any applicable state securities laws or if such securities have been sold pursuant 3 hereof, O'Coxxxx, Xxoude & Aronxxx xxxll be deemed to Rule 144 or an effective registration statementbe counsel satisfactory to the Company.

Restrictive Legend. Each certificate representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with Such Investor hereby consents to the placement of a legend on any certificate or other document evidencing the Securities and, when issued, the Warrant Shares, that such securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. Such Investor is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially in similar to the following formfollowing: "THIS SECURITY HAS “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS: (i) DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES SUCH LAWS COVERING ANY SUCH TRANSACTION; (ii) SECURITIES, OR THE CORPORATION COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY ACCEPTABLE TO THE CORPORATION COMPANY THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONNOT REQUIRED." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.”

Restrictive Legend. Each certificate representing Company (i) this Warrant, (ii) the shares of Common Stock shallissued upon exercise of the Warrant and (iii) any other securities issued in respect of such shares of Common Stock upon any stock split, except as stock dividend or similar event (collectively, the "Restricted Securities"), shall (unless otherwise provided herein, permitted by the provisions of Section 4(c) below or unless such securities have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following formlegend, in addition to any legend required under applicable state securities laws: "THIS SECURITY HAS THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL COUNSEL, SATISFACTORY TO THE CORPORATION COMPANY AND ITS COUNSEL, THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONNOT REQUIRED. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A Upon request of a holder of a certificate shall not bear with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if in appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received the opinion of counsel satisfactory referred to in Section 4(c) to the Company effect that any transfer by such holder of the securities represented thereby may evidenced by such certificate will be publicly sold without exempt from the registration under and/or qualification requirements of, and that such legend is not required in order to establish compliance with the Securities Act Act, and if applicable, any applicable state securities laws or if under which transfer restrictions on such securities have had been sold pursuant to Rule 144 or an effective registration statementpreviously imposed.

Restrictive Legend. Each certificate representing Company Stock shallThe Warrant and any Shares obtained upon exercise of this Warrant shall be represented by certificates, except as and, unless otherwise provided hereinpermitted by the provisions of thisss.9.2, shall be stamped or otherwise imprinted marked with a legend reading substantially in the following formas follows: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED OR OTHERWISE DISPOSED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED AN EXEMPTION THEREFROM UNDER SUCH ACT AND ANY SUCH LAWS THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM APPLICABLE AND ARE TRANSFERABLE ONLY UPON THE SECRETARY OF CONDITIONS SPECIFIED IN THE CORPORATION." A certificate WARRANT PURSUANT TO WHICH SUCH SECURITIES WERE ISSUED. If a registration statement covering this Warrant or any Shares obtained upon exercise of this Warrant shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration become effective under the Securities Act and under any applicable state securities laws laws, or if the Company shall receive an opinion of counsel reasonably satisfactory to the Company (which shall include counsel to the Company and counsel to the original Holder of this Warrant) that, in the opinion of such securities have been sold pursuant to counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded by Rule 144 under the Securities Act), the Company shall, or shall instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates without such legend. Upon the reasonable written request of a Holder, the Company shall forthwith request counsel to render an effective registration statementopinion with respect to the matters covered in this paragraph, and the Company shall pay all expenses in connection with such matters.

Restrictive Legend. Each certificate representing Company Stock Shares or Warrant Shares shall, except as otherwise provided hereinbelow, be stamped or otherwise imprinted with bear a legend in substantially in the following form: "THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE AVAILABLE. THESE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY ARE SUBJECT TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT BY AND AMONG SENTO CORPORATION (THE "COMPANY") AND CERTAIN SHAREHOLDERS OF THE COMPANY, DATED AS OF MAY __, 19981999, A COPY OF WHICH MAY BE OBTAINED FROM AT THE SECRETARY PRINCIPAL OFFICE OF THE CORPORATION." COMPANY. A certificate shall not bear such legend if (a) in the opinion of counsel satisfactory to the Company the securities represented thereby may may, at such time, be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to in accordance with the provisions of Rule 144 or any other rule thereunder permitting public sale without registration under the Securities Act or (b) upon a transfer by a Shareholder of the securities represented thereby, in the opinion of counsel satisfactory to the Company, such securities may be transferred in a public sale without registration under the Securities Act and the transferee and any subsequent transferee (other than an effective affiliate of the Company) would be entitled to transfer such securities in a public sale without registration statementunder the Securities Act.

Restrictive Legend. Each certificate representing Company (i) the Shares, and (ii) shares of the Company's Common Stock shallissued upon conversion of the Preferred Stock, except as otherwise provided hereinand (iii) any other securities issued in respect of the Shares, be stamped or otherwise imprinted with a legend substantially in the following form: "Common Stock issued upon conversion of the Preferred Stock, THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE "ACT"), ) OR ANY STATE SECURITIES LAWS AND LAWS. SUCH SHARES MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) NOT REQUIRED UNDER THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY IS ENTITLED CERTIFICATE TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION." A . Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall not bear such legend if in have received either the opinion of counsel satisfactory referred to in Section 4(a) or the "no-action" letter referred to in Section 4(b) to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if laws, unless any such securities have been sold transfer legend may be removed pursuant to Rule 144 144(k), in which case no such opinion or an effective registration statement"no-action" letter shall be required, and provided that the Company shall not be obligated to remove any such legends prior to the date of the release of the lock-up provisions set forth in Section 15 hereof following the initial public offering of the Company's Common Stock under the Securities Act.

Restrictive Legend. Each certificate representing Company Stock shallThe Holder understands that (a) the Warrant and, except (b) until such time as otherwise provided hereinExercise Shares have been registered under the 1933 Act, if ever, or, may be stamped sold pursuant to Rule 144 or otherwise imprinted with another applicable exemption from registration under the 1933 Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Exercise Shares, shall bear a restrictive legend in substantially in the following form: "form (and a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS LAWS. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: OR EXERCISED UNLESS (i) THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, AND SUCH TRANSACTION; SECURITIES SHALL BE SOLD PURSUANT TO SUCH REGISTRATION STATEMENT, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OFFER, SALE OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONTRANSFER." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.”

Restrictive Legend. Each Debenture and each certificate representing Company Stock shall(i) the Shares, except as or (ii) other securities issued in respect of the Shares pursuant to any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act of 1933) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAW OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR NOT REQUIRED. Upon request of Purchaser, the Company or Wellsway shall remove the foregoing legend from the Debentures and/or the certificate or issue to Purchaser a new Debenture and/or certificate therefor free of any transfer legend, if, with such request, the Company (iiior Wellsway, as the case may be) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear such legend if in have received either the opinion referred to in Section 8(d)(i) hereof or the "no-action" letter referred to in Section 8(d)(ii) hereof, or a combination of counsel satisfactory subsections (i) and (ii) thereof to the Company effect that any transfer by Purchaser of the securities represented thereby may be publicly sold without registration under evidenced by such Debenture and/or certificate will not violate the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementof 1933.

Restrictive Legend. Each certificate representing Company the Common Stock shall, except as otherwise provided herein, issued upon exercise of this Warrant shall be stamped or otherwise imprinted with a legend substantially in the following form: "form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SUCH TRANSACTION; (ii) OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE CORPORATION RECEIVES AN OPINION MERITS OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONTHESE SECURITIES. THE HOLDER OF THIS SECURITY IS ENTITLED SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN REGISTRATION AN INVESTOR RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998AGREEMENT, A COPY STOCKHOLDERS AGREEMENT AND A STOCK TRADING AGREEMENT, AS EACH OF THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM ARE AVAILABLE FOR INSPECTION AT THE SECRETARY PRINCIPAL OFFICES OF THE CORPORATION." A certificate COMPANY. Said legends shall not bear be removed by the Company, upon the request of the holder thereof, at such legend if in time as the opinion restrictions on the transfer of counsel satisfactory to the Company applicable security under applicable securities laws and the securities represented thereby may be publicly sold without registration obligations imposed on the holder thereof under the Securities Act Investor Rights Agreement, the Stockholders Agreement and any applicable state securities laws or if such securities the Stock Trading Agreement, as applicable, shall have been sold pursuant to Rule 144 or an effective registration statementterminated.

Restrictive Legend. Each certificate representing Company Stock shall, except as Stockholder Shares shall (unless otherwise provided herein, permitted or unless the Stockholder Shares evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially in the following form: "form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS LAW AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) LAW, OR THE CORPORATION RECEIVES RECEIPT BY THE COMPANY OF AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR NOT REQUIRED. Upon request of a Holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such Holder a new certificate therefor free of any transfer legend, if (iiix) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __with such request, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate the Company shall not bear such legend if in have received either the opinion referred to in Section 3 hereof stating that any transfer by such Holder of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under Restricted Securities evidenced by such certificate will not violate the Securities Act and any applicable state securities laws laws, or if (y) in accordance with paragraph (k) of Rule 144, such securities have Holder is not and has not during the last three months been sold pursuant an affiliate of the Company and such Holder has held the Restricted Securities represented by such certificate for a period of at least two years. The Company will use its best efforts to Rule 144 or an effective registration statementassist any Holder in complying with the provisions of this Section 2 for removal of the legend set forth above.

Restrictive Legend. Each certificate representing Company (a) this Warrant, (b) the shares of Common Stock shallor other securities issued upon exercise of the Warrant and (c) any other securities issued in respect of such shares of Common Stock upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event (collectively the "Restrictive Securities"), shall (unless otherwise provided herein, permitted by the provisions of Section 9.4 below or unless such securities have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following formlegend, in addition to any legend required under applicable state securities laws: "THIS SECURITY HAS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (iiLAWS. Upon request of a holder of such a certificate, the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Corporation shall have received either the opinion referred to in Section 9.4(a) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iiior the "no-action" letter referred to in Section 9.4(b) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __to the effect that any transfer by such holder of the securities evidenced by such certificate will be exempt from the registration and/or qualification requirements of, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear and that such legend if is not required in the opinion of counsel satisfactory order to the Company the securities represented thereby may be publicly sold without registration under establish compliance with, the Securities Act Act, and if applicable, any applicable state securities laws or if under which transfer restrictions on such securities have had been sold pursuant to Rule 144 or an effective registration statementpreviously imposed.

Restrictive Legend. Each certificate The certificates or instruments representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with ------------------ all Subscription Securities shall bear a legend in substantially the following form: "The securities represented by this Certificate are subject to additional restrictions on transfer and certain other agreements set forth in a Stockholders Agreement dated as of July 30, 1999 among SMTC Corporation and certain stockholders thereof, a copy of which may be obtained without charge by the holder hereof at the Company's principal place of business." The certificates or instruments representing all Subscription Securities sold to Subscribers making the warranty in Section 3.3.1 shall bear a legend in substantially the following form: "The securities represented by this certificate were originally issued on May 18, 2000, have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities laws and may not be sold or transferred in the absence of an effective registration statement under the Act and applicable state securities laws or an exemption from registration thereunder." The certificates or instruments representing all Subscription Securities sold to Subscribers making the warranty in Section 3.3.2 shall bear a legend in the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the The securities represented thereby may be publicly sold without registration by this certificate were originally issued on May 18, 2000 in reliance on Regulation S under the Securities Act of 1933, as amended (the "Act"), and any applicable state securities laws may not be sold or if such securities have been sold transferred except in accordance with the provisions of Regulation S, or pursuant to Rule 144 or an effective registration statementavailable exemption from registration. Hedging transactions involving the securities represented by this certificate may not be conducted unless in compliance with the Act."

Restrictive Legend. Each certificate representing Company Preferred Stock, Conversion Shares or Restricted Stock shall, except as otherwise provided hereinin this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "“THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY APPLICABLE STATE SECURITIES LAWS LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) LAWS, OR THE CORPORATION RECEIVES AVAILABILITY OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED EXEMPTION FROM THE SECRETARY REGISTRATION PROVISIONS OF THE CORPORATIONSECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS." ” A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company (it being agreed that Xxxxxxxxxx, Xxxxxxx & Xxxxxxx, PC shall be satisfactory) the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each certificate representing Company Stock shall(a) the Convertible Shares, except as (b) the Ordinary Shares issued upon conversion of the Convertible Shares, or (c) any other securities issued in respect of the Convertible Shares or the Ordinary Shares issued upon conversion of the Convertible Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (collectively, the "Restricted Securities"), shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act or sold pursuant to Rule 144 or Regulation A thereunder) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAW OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT EXEMPTION FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONUNDER SAID ACT. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __Upon request of a holder of such a certificate, 1998SRGL shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate if, with such request, SRGL shall not bear such legend if in have received the opinion of counsel satisfactory referred to in Section 6.10 to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementLaws.

Restrictive Legend. Each certificate representing Company Stock shall, except as otherwise provided herein, Restricted Securities will be stamped or otherwise imprinted with a legend substantially in the following form: "form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"), ”) OR ANY STATE SECURITIES LAWS AND LAWS. SUCH SHARES MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES OR AN OPINION OF LEGAL COUNSEL (EXCEPT IN TRANSACTIONS IN COMPLIANCE WITH RULE 144(K) UNDER THE SECURITIES ACT AND EXCEPT FOR TRANSFERS OF SHARES TO AN AFFILIATE OF A HOLDER), WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION ISSUER AND ITS COUNSEL, THAT SUCH TRANSACTION REGISTRATION IS EXEMPT FROM SUCH REGISTRATION OR (iii) NOT REQUIRED UNDER THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONSECURITIES ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY IS ENTITLED CERTIFICATE TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION." A . Upon request of a Holder of such a certificate, the Company will remove the foregoing legend from the certificate shall not bear or issue to such Holder a new certificate therefor free of any transfer legend, if, (i) such legend if in is no longer required pursuant to Rule 144(k), or (ii) with such request, the Company will have received either the opinion of counsel satisfactory referred to in Section 4.3(i), if reasonably requested, or the “no-action” letter referred to in Section 4.3(ii) to the Company effect that any transfer by such Holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each certificate (a) The certificates representing Company Stock shall, except as otherwise provided herein, the Shares sold pursuant to this Subscription Agreement will be stamped or otherwise imprinted with (and, with respect to Shares held in book-entry form, the Company’s transfer agent will record on the share register) a legend in substantially in the following form: "THE SECURITIES EVIDENCED BY THIS SECURITY HAS 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. THE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OFFERED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF UNLESS: TRANSFERRED EXCEPT (i1) THERE IS PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) AND THE CORPORATION RECEIVES SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION IT THAT SUCH TRANSACTION IS EXEMPT FROM DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONOTHER APPLICABLE LAWS." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate representing Company shares of Restricted Stock shallas initially sold to you, and, except as otherwise provided hereinin Section 3, each certificate issued upon exchange or transfer of any Restricted Stock, has been or shall be stamped or otherwise imprinted with a legend substantially in the following form: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), OR ANY STATE SECURITIES LAWS LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS: (i) THERE EXCEPT IN A TRANSACTION WHICH IS AN EFFECTIVE REGISTRATION STATEMENT EXEMPT UNDER THE FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH TRANSACTIONACT AND LAWS; (ii) IN THE CORPORATION RECEIVES CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION IT THAT SUCH TRANSACTION IS EXEMPT FROM AND DOES NOT REQUIRE SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONSHARES." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. Each certificate representing Company Common Stock shallheld by the Series A Shareholders, except as otherwise provided hereinthe Series B Shareholders, the Executive Shareholders, or the Investors shall (unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ) OR ANY STATE SECURITIES LAWS AND MAY NOT LAWS. NO TRANSFER OF SAID SECURITIES SHALL BE TRANSFERRED OR OTHERWISE DISPOSED PERMITTED IN THE ABSENCE OF UNLESS: (iI) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; THE SHARES PROPOSED TO BE TRANSFERRED OR (iiII) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY REQUIREMENTS OF THE CORPORATION." A ACT AND OF ANY APPLICABLE STATE LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, (i) with such request, the Company shall not bear such legend if have received either an opinion referred to in the opinion of counsel satisfactory Section 3 hereof to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws laws, or if (ii) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities have been sold pursuant represented by such certificate for a period of at least three years. The Company will use reasonable efforts to Rule 144 or an effective registration statementassist any holder in complying with the provisions of this Section 2 for removal of the legend set forth above.

Restrictive Legend. Each certificate representing Company (a) this Warrant, (b) the shares of Common Stock shallor other securities issued upon exercise of the Warrant and (c) any other securities issued in respect of such shares of Common Stock upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event (collectively, the "Restricted Securities") , shall (unless otherwise provided herein, permitted by the provisions of Section 8.4 below or unless such securities have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following formlegend, in addition to any legend required under applicable state securities laws: "THIS SECURITY HAS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (iiLAWS. Upon request of a holder of such a certificate, the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Corporation shall have received either the opinion referred to in Section 8.4(a) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iiior the "no-action" letter referred to in Section 8.4(b) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __to the effect that any transfer by such holder of the securities evidenced by such certificate will be exempt from the registration and/or qualification requirements of, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear and that such legend if is not required in the opinion of counsel satisfactory order to the Company the securities represented thereby may be publicly sold without registration under establish compliance with, the Securities Act Act, and if applicable, any applicable state securities laws or if under which transfer restrictions on such securities have had been sold pursuant to Rule 144 or an effective registration statementpreviously imposed.

Restrictive Legend. Each certificate representing Company Stock shall, except as evidencing any Restricted Securities and each certificate evidencing any such securities issued to subsequent transferees of any Restricted Securities shall (unless otherwise provided herein, permitted by the provisions of Section 3.3 or 3.10 hereof) be stamped or otherwise imprinted with a legend in substantially in the following form: "; THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND LAW. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY LAW OR AN EXEMPTION THEREFROM UNDER SUCH TRANSACTION; (ii) ACT OR LAW. ADDITIONALLY, THE CORPORATION RECEIVES AN OPINION TRANSFER OF LEGAL COUNSEL SATISFACTORY THESE SECURITIES IS SUBJECT TO THE CORPORATION THAT CONDITIONS SPECIFIED IN THE FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED APRIL 30, 2003 AMONG ACTIVBIOTICS, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF SUCH TRANSACTION IS EXEMPT FROM SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY IS ENTITLED CERTIFICATE TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONACTIVBIOTICS, INC." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing Company the Common Stock shallor any other securities issued upon any stock split, except as stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ) OR ANY STATE SECURITIES LAWS AND MAY NOT LAWS. NO TRANSFER OF SAID SECURITIES SHALL BE TRANSFERRED OR OTHERWISE DISPOSED PERMITTED IN THE ABSENCE OF UNLESS: (iI) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; THE SHARES PROPOSED TO BE TRANSFERRED OR (iiII) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY REQUIREMENTS OF THE CORPORATION." A ACT AND OF ANY APPLICABLE STATE LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall not bear such have received either an opinion referred to in (II) of the above legend if in the opinion of counsel satisfactory to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if laws, (y) in accordance with Rule 144(k), such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities have been sold pursuant represented by such certificate for a period of at least two years. The Company will use its best efforts to Rule 144 or an effective registration statementassist any holder in complying with the provisions of this Section 2 for removal of the legend set forth above.

Restrictive Legend. Each certificate representing Company Parent Common Stock shall, except as otherwise provided hereinin this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED SUBJECT TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AN INVESTMENT AGREEMENT DATED AS OF MAY __18, 19982000, A COPY COPIES OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate Such certificates shall not bear such legend if in the opinion of counsel satisfactory to the Company Parent the securities represented being sold thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing Company Sipex Common Stock ------------------ shall, except as otherwise provided hereinin this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS AND SUBJECT TO CERTAIN RESTRICTIONS ON SALE, PLEDGE OR DISPOSITION OF THIS SECURITY AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT AND AN INVESTMENT AGREEMENT DATED AS OF MAY OCTOBER __, 19981999, A COPY COPIES OF WHICH MAY BE OBTAINED FROM THE SECRETARY CLERK OF THE CORPORATION." A certificate Such certificates shall not bear such legend if in the opinion of counsel satisfactory to the Company Sipex the securities represented being sold thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing Share Certificate and each Warrant Certificate issued by the Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with will bear a legend substantially in the following formterms: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE EXCEPT IN COMPLIANCE WITH THE REGISTRATION STATEMENT UNDER THE ACT OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL, STATE AND APPLICABLE STATE FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONAPPLICABLE EXEMPTIONS THEREFROM." A certificate All of the restrictions imposed by this Section 1.04 upon the transferability of the Common Shares, Warrants and Warrant Shares shall not bear cease and terminate as to any particular Common Share, Warrant or Warrant Share when such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration Common Shares or Warrant Shares shall have been effectively registered under the Securities Act and applicable state securities laws and sold by the holder thereof in accordance with such registration or sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. Whenever the restrictions imposed by this Section 1.04 shall terminate as to any Common Share, Warrant or Warrant Share as hereinabove provided, the holder thereof shall be entitled to receive from the Company, without expense, a new certificate evidencing such Common Share, Warrant or Warrant Share not bearing the restrictive legend otherwise required to be borne by a certificate evidencing such Common Share, Warrant or Warrant Share; provided that the Company may require an opinion of counsel reasonably satisfactory to it to the effect that no legend is required under the Securities Act and applicable state securities laws or if such foreign securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each certificate Investor acknowledges that the Securities delivered hereunder have not been registered under the Securities Act, or under applicable state securities laws, and that the Company in issuing the Securities will be relying upon, among other things, the Investors' representations and warranties contained in Article III, in concluding that such issuance does not require registration under the Securities Act and applicable state securities laws. In addition, each Investor is aware that the certificates representing Company Stock shall, except as otherwise provided herein, be stamped or otherwise imprinted with a legend substantially in the Shares shall contain the following formlegend: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER ANY STATE OTHER SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THESE SECURITIES UNDER THE SAID ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAW, OR AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION REGISTRATION IS EXEMPT NOT REQUIRED OR WRITTEN ADVICE FROM SUCH REGISTRATION THE SECURITIES AND EXCHANGE COMMISSION AND APPLICABLE STATE SECURITIES AGENCIES, OR (iii) A MEMBER OF THE CORPORATION IS OTHERWISE SATISFIED STAFF THEREOF, THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. "NO ACTION" WOULD BE RECOMMENDED IF THE HOLDER PROPOSED TRANSFER WERE TO BE MADE WITHOUT THE FILING OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY STATEMENT (OR ANY COMBINATION OF THE CORPORATIONFOREGOING)." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. Each certificate representing Company (i) the Series ------------------ - A Preferred, (ii) the Series B Preferred, (iii) the Series C Preferred, (iv) the -- --- -- Company's Common Stock shallissued upon conversion of the Series A, except as B or C Preferred, or (iv) any other securities issued in respect of the Series A, B or C Preferred -- or the Common Stock issued upon conversion of the Series A, B or C Preferred, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise provided herein, permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act or sold pursuant to Rule 144 or Regulation A thereunder) be stamped or otherwise imprinted with a legend substantially in the following form: "THIS SECURITY HAS form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES LAW OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT EXEMPTION FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATIONUNDER SAID ACT. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __Upon request of a holder of such a certificate, 1998the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate if, with such request, the Company shall not bear such legend if in have received the opinion of counsel satisfactory referred to in Section 8.4 to the Company effect that any transfer by such holder of the securities represented thereby may be publicly sold without registration under evidenced by such certificate will not violate the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statementlaws.

Restrictive Legend. Each In addition to the legends specified in the Debentures, in the case of the Conversion Shares, and the Warrants, in the case of the Warrant Shares, each certificate representing Company Stock Conversion Shares or Warrant Shares shall, except as otherwise provided hereinbelow, be stamped or otherwise imprinted with bear a legend in substantially in the following form: "THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE AVAILABLE. THESE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY ARE SUBJECT TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT BY AND AMONG SENTO CORPORATION (THE "COMPANY") AND CERTAIN SHAREHOLDERS OF THE COMPANY, DATED AS OF MAY __, 19982003, A COPY OF WHICH MAY BE OBTAINED FROM AT THE SECRETARY PRINCIPAL OFFICE OF THE CORPORATION." COMPANY. A certificate shall not bear such legend if (a) in the opinion of counsel satisfactory to the Company Company, the securities represented thereby may may, at such time, be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to in accordance with the provisions of Rule 144 or any other rule thereunder permitting public sale without registration under the Securities Act or (b) upon a transfer by a Holder of the securities represented thereby, in the opinion of counsel satisfactory to the Company, such securities may be transferred in a public sale without registration under the Securities Act and the transferee and any subsequent transferee (other than an effective affiliate of the Company) would be entitled to transfer such securities in a public sale without registration statementunder the Securities Act.

Restrictive Legend. Each certificate representing Company Stock shallHolder acknowledges and agrees that the certificates for the Warrants and the Warrant Shares and, except until such time as otherwise provided hereinthe Warrant Shares have been registered under the 1933 Act, be stamped or otherwise imprinted with the certificates for the Warrant Shares shall bear a restrictive legend in substantially in the following form: "form (and a stop-transfer order may be placed against transfer of the certificates for such securities): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE "ACT"), OR ANY STATE SECURITIES LAWS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED IN THE ABSENCE OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. Once the Registration Statement required to be filed by the Company pursuant to the Registration Rights Agreement has been declared effective, thereafter (i) upon request of a Holder the Company will substitute certificates without the above-referenced legend for certificates for any Warrant Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such legend and promptly remove any stop-transfer restriction relating to such Warrant Shares, but in no event later than three Business Days after surrender of such certificates by such Holder, and (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate the Company shall not bear such place any restrictive legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and on certificates for any applicable state securities laws Warrant Shares issued or if such securities have been sold pursuant to Rule 144 or an effective registration statementimpose any stop-transfer restriction thereon.