Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. Each certificate representing the Shares (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate All certificates representing any securities of the Shares (unless otherwise permitted by the provisions of Section 4 below) Company that are subject to this Agreement shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH THE CONDITIONS SPECIFIED IN AN INVESTOR THE THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT, DATED AS OF APRIL __, 2000, AND ANY AMENDMENT THERETO OR RESTATEMENTS THEREOF (SUCH AGREEMENT INCLUDING ANY SUCH AMENDMENT OR RESTATEMENTS, THE "AGREEMENT") AMONG COSINE COMMUNICATIONS, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE COMPANY WILL MAIL SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT CONTAINED IN THE AGREEMENT AND BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THE AGREEMENT. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS COSINE COMMUNICATIONS, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE NOT BEARING THIS LEGEND FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANYHEREOF. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST THEREFORMADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF COSINE COMMUNICATIONS, INC. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents The foregoing legend shall be removed with respect to the Company making a notation on its records and giving instructions to any transfer agent such securities upon request of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2holder of such securities at such time as this Agreement is terminated.

Restrictive Legend. Each stock certificate representing (i) the Shares ------------------ Securities, or (unless otherwise permitted by ii) any other securities issued in respect of the provisions of Section 4 below) Securities upon any stock split, stock dividend, merger, consolidation, recapitalization, or similar event (collectively the "Restricted Securities"), shall be stamped or --------------------- otherwise imprinted with a legend legends in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE "ACT"). THESE SECURITIES --- HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALEPLEDGED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT THEREUNDER UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES OR (II) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHEREFROM IS AVAILABLE. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY WILL MAIL TO CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS IMPOSING A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor and holder of any Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth described in Section 2this Section.

Restrictive Legend. Each certificate representing (a) the Pacific Life Shares, (b) the shares of Prison Realty Common Stock issuable upon conversion of any Pacific Life Shares, (c) the Warrant Shares, and (d) any other securities issued in respect of the Pacific Life Shares, the shares of Prison Realty Common Stock issued upon conversion of any Pacific Life Shares or the Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in clauses (a) through (d) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4 below9.2) shall be stamped or otherwise imprinted with contain a legend substantially in the following form (in addition to any legend required under any applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY -32- 39 APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED IN OTHERWISE TRANSFERRED UNTIL THE ABSENCE SAME HAVE BEEN REGISTERED UNDER SAID ACT OR LAWS OR UNTIL THE COMPANY HAS RECEIVED AN OPINION OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER LEGAL COUNSEL SATISFACTORY TO IT THAT SUCH SHARES MAY LEGALLY BE SOLD OR AN EXEMPTION FROM OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION.” In addition. COPIES OF THE AGREEMENTS COVERING THE PURCHASE, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE TRANSFER AND REGISTRATION OF THESE SHARES REPRESENTED MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON TO THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESPrison Realty will promptly, AS SET FORTH IN THE RIGHTS AGREEMENTupon request, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDremove any such legend when no longer required by the terms of this Agreement or by applicable law.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares Securities or any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 belowthe Purchase Agreement) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “) In the Case of Warrant and Warrant Shares: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF"SECURITIES ACT"). SUCH SHARES THE SECURITIES MAY NOT BE SOLD, OFFERED FOR TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, PLEDGED TRANSFER, ASSIGNMENT OR HYPOTHECATED IN HYPOTHECATION IS EXEMPT FROM THE ABSENCE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT TERMS OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS UNIT PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE RIGHTS AGENT THEREUNDER COMPANY (THE “RIGHTS AGREEMENT”), THE TERMS COPIES OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF MAY BE OBTAINED FROM THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate DPY Stockholder agrees that any certificates representing the Shares (unless otherwise permitted Class B Stock now or hereafter owned by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in such DPY Stockholder will bear the following form (legend in addition to any legend legends required under applicable state securities laws): by law: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE TERMS OF THAT CERTAIN DPY STOCKHOLDERS’ AGREEMENT (THE “AGREEMENT”), DATED FEBRUARY 22, 2023, BY AND AMONG THE XXXXXXX X. XXXXXX 2015 GST TRUST, THE XXXXX X. XXXXXX 2015 GST TRUST, THE XXXXXXX X. XXXXXX 2015 GST TRUST, THE XXXXX X. XXXXXX NONEXEMPT TRUST CREATED UNDER THE XXXXXXX X. XXXXXX 1994 TRUST, XXXXX X. XXXXXX, XXXXXXX X. XXXXXX, XXXXXXX X. XXXXXX AND XXXXX X. XXXXXXXX, AS IT MAY BE AMENDED FROM TIME TO TIME. A COPY OF THE FORM OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE REGISTERED HOLDER OF SUCH CERTIFICATE UPON WRITTEN REQUEST. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE “ACT”), OR IN CONNECTION WITHANY STATE SECURITIES LAWS AND, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF EITHER (1) AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) AN EXEMPTION FROM SUCH REGISTRATIONREGISTRATION THEREUNDER.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares The Securities (unless otherwise permitted by registered under the provisions of Section 4 belowAct) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE “ACT”), OR IN CONNECTION WITH, UNDER THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF CERTAIN STATES. SUCH SHARES THESE SECURITIES MAY NOT BE SOLDOFFERED, OFFERED FOR SALESOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN EXCEPT AS PERMITTED UNDER THE ABSENCE OF AN EFFECTIVE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION.” In additionOFFER, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2SALE OR TRANSFER, each certificate representing the Shares PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. The Securities also shall be stamped or otherwise imprinted with a legend in the following formadditional legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFER SET FORTH TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT EVENT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESPUBLIC OFFERING, AS SET FORTH IN THE AN INVESTORS’ RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, (2) VOTING RESTRICTIONS AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN A VOTING AGREEMENT AMONG THE RIGHTS AGREEMENTCOMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN COPIES OF WHICH MAY BE OBTAINED AT THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF PRINCIPAL OFFICE OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents THE COMPANY. Any legend required by any applicable state securities laws or other agreements relating to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2Securities.

Restrictive Legend. Each certificate representing (a) the Shares Investor Stock, (b) the Common Stock of the Company (the “Common Stock”) issued upon conversion of the Investor Stock, and (c) any other securities issued in respect of the Investor Stock or Common Stock issued upon conversion of the Investor Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.2 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “). THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES AND MAY NOT BE SOLD, OFFERED FOR SALEMORTGAGED, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2AS AMENDED, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor stockholder consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Investor Stock or the Common Stock in order to implement the restrictions on transfer set forth established in this Section 21. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(d) under the Securities Act of 1933, as amended (the “1933 Act”).

Restrictive Legend. Each certificate representing (i) the Shares Series A Preferred, (ii) shares of the Company's Common Stock issued upon conversion of the Series A Preferred, and (iii) any other securities issued in respect of the Series A Preferred (or Common Stock issued upon conversion of the Series A Preferred) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF"SECURITIES ACT"). SUCH SHARES THESE SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT THEREUNDER UNDER THE SECURITIES ACT IS EFFECTIVE COVERING SUCH TRANSFER OR (II) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THEREFROM IS AVAILABLE. COPIES OF THE SHARES REPRESENTED AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFORCOMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Purchaser and Holder consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Series A Preferred or the Common Stock in order to implement the restrictions on transfer set forth established in Section 2this Section.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below1.4 hereof) shall be stamped or otherwise imprinted with a legend legends in substantially the following form (in addition to any legend legend(s) required hereunder or under applicable state securities laws): “THE SHARES SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES THESE SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGED PLEDGE, OR HYPOTHECATED TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE ABSENCE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “INVESTORS' RIGHTS AGREEMENT (THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR "RIGHTS AGREEMENT. ") DATED JULY 6, 1998, AMONG THE COMPANY WILL MAIL TO COMPANY, THE HOLDER OF THIS CERTIFICATE A COPY CERTIFICATE" OTHER HOLDERS OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE COMPANY'S SECURITIES. COPIES OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY AND HOLDER OF RECORD OF THE RIGHTS AGENT THEREUNDER (CERTIFICATE TO THE “RIGHTS AGREEMENT”), SECRETARY OF THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth described in this Section 21.3.

Restrictive Legend. Each certificate representing (a) the Shares Preferred, (b) shares of the Common Stock issued upon conversion of the Preferred, (c) any security for which subsequent registration rights are granted in accordance with Section 20(b) of the Agreement, and (d) any other securities issued in respect of any shares described in clauses (a), (b), and (c) above upon any stock split, stock dividend, recapitalization, or similar event, shall (unless otherwise permitted by the provisions of Section 4 below3 above) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF“SECURITIES ACT”). SUCH SHARES THESE SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER COVERING SUCH OFFER, SALE OR TRANSFER OR (II) THERE IS AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FOR SUCH REGISTRATION.” In additionOFFER, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “SALE OR TRANSFER IS AVAILABLE. COPIES OF THE SHARES AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ORIGINAL HOLDER OF THESE SHARES, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATELOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Purchaser and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred or the Common Stock in order to implement the restrictions on transfer set forth established in Section 2this Section.

Restrictive Legend. Each certificate representing the Shares Preferred Stock, the Conversion Stock, the Founders' Stock, the Warrant Stock or any other securities issued in respect of such stock upon any stock split, stock dividend, recapitalization, merger, or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend legends in substantially the following form (in addition to any legend legends required under by agreement or by applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. A LOCKUP PERIOD OF UP TO 180-DAYS FOLLOWING THE EFFECTIVE DATE OF CERTAIN REGISTRATION STATEMENTS OF THE COMPANY WILL MAIL TO FILED UNDER THE HOLDER SECURITIES ACT OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT1933, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESAMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES ISSUER AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE ORIGINAL HOLDER OF THIS CERTIFICATE THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE RIGHTS AGREEMENT, AS IN EFFECT PRINCIPAL OFFICE OF THE ISSUER. SUCH LOCKUP PERIOD IS BINDING ON THE DATE TRANSFEREES OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFORTHESE SHARES. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer set forth established in Section 2this Agreement.

Restrictive Legend. Each Pursuant to Section 7.1 hereof, each certificate representing the Laser Shares (unless otherwise permitted received by the provisions of Section 4 below) Parent Holdings shall be stamped or otherwise imprinted with a legend in the following form legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND COLEMAN (in addition to any legend required under applicable state securities laws): “PARENT) HOLDINGS INC. AND MAY NOT BE OFFERED, SOLD, XXXXXXERRED, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF OR TRANSFERRED (OTHER THAN, IN ANY SUCH CASE, IN CONNECTION WITH A PLEDGE TO SECURE BONA FIDE INDEBTEDNESS OR OTHER OBLIGATIONS) ("TRANSFERRED") EXCEPT AS PERMITTED BY THE SHARES TERMS THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE "ACT"), OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY STATE. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. MAY NOT BE TRANSFERRED, AND THE COMPANY WILL MAIL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) PURSUANT TO RULE 144 UNDER THE ACT, OR (C) UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE HOLDER OF THIS CERTIFICATE A COPY OF COMPANY, THAT SUCH INVESTOR RIGHTS AGREEMENTTRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. Upon request of Parent Holdings, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate Laser shall cause to be issued certificates representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents such Laser Shares as to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement which the restrictions on transfer set forth in Section 2herein are no longer applicable without such legend .

Restrictive Legend. Each certificate representing The Holder understands that until such time as this Warrant and the Exercise Shares (unless otherwise permitted have been registered under the Securities Act as contemplated by the provisions of Section 4 below) shall be stamped Registration Rights Agreement or otherwise imprinted with may be sold pursuant to Rule 144 or Rule 144(k) under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Warrant and the Exercise Shares may bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, APPLICABLE STATE SECURITIES LAWS. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED TRANSFERRED OR HYPOTHECATED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH REGISTRATIONAS A SO-CALLED “4(1) AND A HALF” SALE.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT. AGREEMENT DATED AS OF _______, 2007, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY WILL MAIL TO AND A CERTAIN HOLDER OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON TO THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.”

Restrictive Legend. Each certificate representing the ------------------ Preferred Stock and the Conversion Shares and any shares of Common Stock or other securities issued in respect of such Preferred Stock or the Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 8.4 below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “legend: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SHARES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR (2) THE COMPANY SHALL HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TORECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER, OR IN CONNECTION WITH, (3) THE SALE OR DISTRIBUTION THEREOF. COMPANY SHALL HAVE RECEIVED A "NO ACTION" LETTER FROM THE SECURITIES EXCHANGE COMMISSION COVERING SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF TRANSFER AND AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE OPINION AS REFERRED TO ABOVE RELATING TO STATE LAW; TRANSFERABILITY IS FURTHER SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER PROVISIONS OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS PREFERRED STOCK PURCHASE AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2."

Restrictive Legend. Each Pursuant to Section 7.1 hereof, each certificate representing the Laser Shares (unless otherwise permitted received by the provisions of Section 4 below) Parent Holdings shall be stamped or otherwise imprinted with a legend in the following form legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND COLEMAN (in addition to any legend required under applicable state securities laws): “PARENT) HOLDINGS INC. AND MAY NOT BE OFFERED, SOLD, XXXXXXXRRED, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF OR TRANSFERRED (OTHER THAN, IN ANY SUCH CASE, IN CONNECTION WITH A PLEDGE TO SECURE BONA FIDE INDEBTEDNESS OR OTHER OBLIGATIONS) ("TRANSFERRED") EXCEPT AS PERMITTED BY THE SHARES TERMS THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE "ACT"), OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY STATE. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. MAY NOT BE TRANSFERRED, AND THE COMPANY WILL MAIL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) PURSUANT TO RULE 144 UNDER THE ACT, OR (C) UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE HOLDER OF THIS CERTIFICATE A COPY OF COMPANY, THAT SUCH INVESTOR RIGHTS AGREEMENTTRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. Upon request of Parent Holdings, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate Laser shall cause to be issued certificates representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents such Laser Shares as to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement which the restrictions on transfer set forth in Section 2herein are no longer applicable without such legend .

Restrictive Legend. Each certificate representing the Shares (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in bear substantially the following form legends (in addition to any legend legends required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, ANY STATE SECURITIES LAWS. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHEREFROM. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH SPECIFIED IN THE RIGHTS COMMON STOCK PURCHASE AGREEMENT DATED DECEMBER 16, 1999 BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN THE AGREEMENT, INCLUDING SECTIONS 5.1 AND 6.3 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY REFERENCE AND A COPY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF WHICH IS ON FILE AT THIS CERTIFICATE TO THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESUpon the request of Purchaser, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records shall remove the foregoing legend from the certificates evidencing the Shares and giving instructions issue to Purchaser new certificates free of any transfer agent legend if with such request, and at the request of the Restricted Securities in order to implement Company, the restrictions on transfer set forth in Section 2.Company shall have received

Restrictive Legend. Each certificate representing (a) the Series D-1 Preferred Shares, (b) the Common Shares or Series D-2 Preferred Shares issued upon conversion of the Series D-1 Preferred Shares, or (c) any other securities issued in respect of the Series D-1 Preferred Shares or the Common Shares or Series D-2 Preferred Shares issued upon conversion of the Series D-1 Preferred Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act or sold pursuant to Rule 144 or Regulation A thereunder) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE ) and the legends set forth in Annex I attached hereto: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY STATE SECURITIES LAWS. SUCH SHARES THEY MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION.” In additionREGISTRATION UNDER SAID ACT. Upon request of a holder of such a certificate, for so long as NFI shall remove the Shares are subject foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, NFI shall have received an opinion of counsel reasonably acceptable to NFI to the restrictions set forth in effect that any transfer by such holder of the first sentence of Section 2, each securities evidenced by such certificate will not require registration under the Securities Act. Each certificate representing the Series D-1 Preferred Shares shall shall, as described in the Series D-1 Articles Supplementary, be stamped or otherwise imprinted with a legend substantially in the following form: “THE SHARES TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH RESTRICTION PURSUANT TO SECTION 9 OF THE ARTICLES SUPPLEMENTARY FOR THE 9.00% SERIES D1 MANDATORY CONVERTIBLE PREFERRED STOCK OF THE CORPORATION, AS AMENDED AND IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL EFFECT FROM TIME TO THE HOLDER OF THIS CERTIFICATE TIME, A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON WHICH MAY BE OBTAINED FROM THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each CORPORATION UPON REQUEST. Each certificate representing Common Stock issuable upon conversion of the Series B D-2 Preferred Stock shall Shares shall, as described in the Series D-2 Articles Supplementary, be stamped or otherwise imprinted with a legend substantially in the following form: “THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO EVIDENCES IS SUBJECT TO RESTRICTION PURSUANT TO SECTION 7 OF THE -47- ARTICLES SUPPLEMENTARY FOR THE 9.00% SERIES D2 MANDATORY CONVERTIBLE PREFERRED STOCK OF THE CORPORATION, AS AMENDED AND ENTITLES THE HOLDER HEREOF IN EFFECT FROM TIME TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)TIME, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT MAY BE OBTAINED FROM THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDCORPORATION UPON REQUEST.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (i) the Shares (other than the Warrants), (ii) the Conversion Shares, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR, IF THE COMPANY SO REQUESTS, UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATIONAND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “" "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)SHAREHOLDER, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY." Each Warrant shall bear the legends set forth above, but modified, as appropriate, to replace the word "SHARES" with the word "WARRANTS". UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to 36 -250- implement the restrictions on transfer set forth established in this Section 21.

Restrictive Legend. Each certificate representing (i) the Shares Shares, ------------------ or (ii) shares of the Company's Common Stock issued upon conversion of Preferred, or (iii) any other securities issued in respect of Preferred or the Common Stock issued upon conversion of Preferred, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THESE SECURITIES AND THE SHARES REPRESENTED BY THIS CERTIFICATE OF COMMON STOCK OF APPLIED MICRO CIRCUITS CORPORATION (THE "COMPANY") INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF1933 NOR ANY STATE SECURITIES LAWS. SUCH SHARES THEY MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, PLEDGED ASSIGNED OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM OPINION OF XXXX, FORWARD, XXXXXXXX & SCRIPPS OR XXXXXX & XXXXXXX OR OTHER COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTREGISTRATION IS NOT REQUIRED. THE COMPANY WILL MAIL COMPANY'S PURCHASE AGREEMENT DATED AS OF DECEMBER 8 , 1983 WITH THE PURCHASERS (AS IDENTIFIED THEREIN) CONTAINS ADDITIONAL PROVISIONS PERTAINING TO THE HOLDER OF THIS CERTIFICATE TRANSFER OF, AND RIGHTS ASSOCIATED WITH, THESE SECURITIES AND SUCH COMMON STOCK. A COPY OF SUCH INVESTOR RIGHTS AGREEMENTAGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY'S PRINCIPAL OFFICES. Upon request of a holder of such a certificate, AS IN EFFECT ON THE DATE OF MAILINGthe Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, WITHOUT CHARGEif, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In additionwith such request, each certificate representing Common Stock issuable upon conversion the Company shall have received either the opinion referred to in Section 8.4(i) or the "no-action" letter referred to in Section 8.4(ii) to the effect that any transfer by such holder of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in securities evidenced by such certificate will not violate the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDSecurities Act and applicable state securities laws.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares evidencing any Restricted Securities and each certificate evidencing any such securities issued to subsequent transferees of any Restricted Securities shall (unless otherwise permitted by the provisions of Section 4 below3.3 or 3.11 hereof) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, ANY STATE SECURITIES LAW. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDPLEDGED, OFFERED FOR SALEHYPOTHECATED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM THEREFROM UNDER SUCH REGISTRATION.” In additionACT OR LAW. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFER OF THESE SECURITIES IS SUBJECT TO RESTRICTIONS ON THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG REPLIDYNE, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTOF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE COMPANY WILL MAIL TO COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF THE RIGHTS AGREEMENTREPLIDYNE, AS IN EFFECT ON THE DATE OF MAILINGINC. 3.3 Notice of Transfer. By acceptance of any Restricted Securities, WITHOUT CHARGEthe holder thereof agrees to give prior written notice to the Corporation of such holder’s intention to effect any Transfer and to comply in all other respects with the provisions of this Section 3.3. Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied by: (a) the written opinion of counsel for the holder of such Restricted Securities, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTor, RIGHTS ISSUED TOat such holder’s option, OR HELD BYa representation letter of such holder, ANY PERSON WHO ISaddressed to the Corporation (which opinion and counsel, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTor representation letter, as the case may be, shall be reasonably acceptable to the Corporation), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERas to whether, MAY BECOME NULL AND VOID.” Each Investor consents in the case of a written opinion, in the opinion of such counsel, such proposed Transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws or an exemption thereunder is available, or, in the case of a representation letter, such letter sets forth a factual basis for concluding that such proposed transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable State securities laws or that an exemption thereunder is available, or (b) if such registration is required and if the provisions of Section 3.4 hereof are applicable, a written request addressed to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.Corporation by

Restrictive Legend. Each certificate representing any portion of the Shares (unless otherwise permitted Common Stock or Preferred Stock that is held by the provisions of Section 4 below) a party hereto shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT MAY BE OFFERED, PLEDGED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT AND NOT WITH A VIEW TOSUCH LAWS, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF COMPLIANCE WITH AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “. THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A STOCKHOLDERS’ AGREEMENT, DATED AS OF NOVEMBER 10, 2006, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), WHICH CONTAINS PROVISIONS REGARDING (I) CERTAIN RESTRICTIONS ON THE TRANSFER SET FORTH IN OF SUCH SECURITIES, (II) CERTAIN TAG-ALONG RIGHTS AND DRAG-ALONG RIGHTS APPLICABLE TO SUCH SECURITIES, (III) CERTAIN RESTRICTIONS ON VOTING AND THE GRANT OF AN INVESTOR RIGHTS AGREEMENTIRREVOCABLE PROXY AND (IV) CERTAIN OTHER MATTERS. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN ANY TRANSFER OF THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE SECURITIES EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OR ANY INTEREST THEREIN IN VIOLATION OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME AGREEMENT IS NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.”

Restrictive Legend. Each The Buyer acknowledges and agrees that the Notes and, prior to the Conversion Shares being registered under the Securities Act for resale or the Notes or Conversion Shares being available for resale under Rule 144(k) under the Securities Act, the certificate representing for the Notes and Conversion Shares (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with may bear a restrictive legend in substantially the following form (in addition and a stop-transfer order may be placed against transfer of the certificates for the Notes), which may be modified as the Company deems necessary to any legend required under applicable state securities laws): comply with the Securities Act: “NEITHER THIS NOTE NOR THE SHARES REPRESENTED BY OF COMMON STOCK ISSUABLE ON CONVERSION OR REDEMPTION OF THIS CERTIFICATE NOTE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE “SECURITIES ACT”), OR IN CONNECTION WITHTHE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE SALE OR DISTRIBUTION THEREOF. SUCH BENEFIT OF THE COMPANY THAT THIS NOTE AND THE SHARES MAY NOT BE SOLD, OFFERED FOR SALERESOLD, PLEDGED OR HYPOTHECATED IN OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER NOTE OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE AS THE CASE MAY BE, HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTAVAILABLE. THE COMPANY WILL MAIL TO IF THE HOLDER OF THIS CERTIFICATE A COPY NOTE WAS AN AFFILIATE OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF MAILINGANY SUCH TRANSFER, WITHOUT CHARGETHE FOREGOING CONDITIONS MUST BE COMPLIED WITH REGARDLESS OF WHEN SUCH TRANSFER IS MADE. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, PROMPTLY AFTER RECEIPT INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS OBLIGATION IS NOT A WRITTEN REQUEST THEREFORDEPOSIT AND IS NOT INSURED BY ANY AGENCY OF THE UNITED STATES GOVERNMENT.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock Such legend shall be stamped removed from the Notes and Conversion Shares and the Company shall issue new certificates without such legend if (i) the holder thereof is permitted to dispose of such Notes pursuant to Rule 144 (k) under the Securities Act, (ii) such Conversion Shares are registered for resale under the Securities Act, or otherwise imprinted with (iii) such Notes or Conversion Shares are sold to a legend purchaser or purchasers who (in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”opinion of counsel to the Buyer or such purchaser(s), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents in form and substance reasonably satisfactory to the Company making a notation and its counsel) are able to dispose of such shares publicly without registration under the Securities Act. Upon such Registration Statement becoming effective with respect to the Conversion Shares, the Company agrees promptly to issue new replacement certificates representing such Notes without such legend. Any Conversion Shares or shares issued on its records and giving instructions to any transfer agent redemption of the Restricted Notes issued after the Registration Statement has become effective shall be free and clear of any legends, transfer restrictions and stop orders. Notwithstanding the removal of such legend, the Buyer agrees to sell the Conversion Shares represented by the new certificates in accordance with the applicable prospectus delivery requirements (if copies of a current prospectus are provided to the Buyer by the Company) or in accordance with an exemption from the registration requirements of the Securities Act. Nothing herein shall limit the right of any holder to pledge these securities pursuant to a bona fide margin account or lending arrangement entered into in order compliance with law, including applicable securities laws. Until the earlier of (a) the second anniversary of the date of this Agreement, and (b) the date on which all Shares (as defined in the Terms and Conditions with respect to implement the restrictions Notes) have been sold pursuant to a registration statement as provided in the Terms and Conditions of the Notes, the Company will (i) cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the Exchange Act will comply in all material respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations and (ii) continue the listing or trading of the Common Stock on transfer set forth a Stock Exchange or one of the other approved markets as provided in Section 2the Terms and Conditions of the Notes and comply in all material respects with the Company’s reporting, filing and other obligations under the by-laws or rules of the Principal Market on which the Common Stock is listed.

Restrictive Legend. Each certificate representing The Holder understands that until such time as this Warrant, the Exercise Shares and any other shares required to be issued hereunder at any time and from time to time (unless otherwise permitted “Additional Shares”) have been registered under the Securities Act, as contemplated by the provisions of Section 4 below) shall be stamped Registration Rights Agreement or otherwise imprinted with may be sold pursuant to Rule 144 or Rule 144(k) under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Warrant, the Exercise Shares and Additional Shares may bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, APPLICABLE STATE SECURITIES LAWS. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED TRANSFERRED OR HYPOTHECATED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH REGISTRATIONAS A SO-CALLED “4(1) AND A HALF” SALE.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT. AGREEMENT DATED AS OF JULY 18, 2007, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY WILL MAIL TO AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON TO THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.”

Restrictive Legend. Each certificate representing (i) the Shares Investor Securities, (ii) the Common Stock of the Company (the “Common Stock”) issued upon conversion of the Investor Securities, and (iii) any other securities issued in respect of the Investor Securities or Common Stock issued upon conversion of the Investor Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 4 1.1 or Section 1.2 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): ). “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES AND MAY NOT BE SOLD, OFFERED FOR SALEMORTGAGED, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2AS AMENDED, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO STOCK PURCHASE AGREEMENT AND THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDCORPORATION.” Each Investor Holder (as defined below) consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Investor Securities or the Common Stock issued upon conversion of the Investor Securities in order to implement the restrictions on transfer set forth established in this Section 21. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) (“Rule 144(k)”) of the Securities Act of 1933, as amended (the “1933 Act”), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (i) such Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the Holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. Each certificate representing the Shares (unless Until otherwise permitted by this Section 4, each certificate 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 issued upon exercise of any Warrant, each 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 provisions exercise of Section 4 below) any Warrant and each certificate for any Other Securities issued to any subsequent transferee of any such certificate in respect thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOACCORDINGLY, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDTRANSFERRED, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION OR QUALIFICATION PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONAPPLICABLE EXEMPTIONS THEREFROM.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “" "THE SHARES TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS THE CONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF DECEMBER 14, 2000, BETWEEN THE PRINCETON REVIEW, INC., A DELAWARE CORPORATION, AND CERTAIN HOLDERS, AS SUCH WARRANT AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE FORM OF SUCH WARRANT AGREEMENT IS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTFILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE AFORESAID CORPORATION. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF SUCH INVESTOR RIGHTS WARRANT AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2."

Restrictive Legend. Each certificate representing (a) the Shares shares of Preferred Stock, (b) shares of Common Stock issued upon conversion of the Preferred Stock, and (c) any other securities issued in respect of the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any share split, share dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 2.2 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “). THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES AND MAY NOT BE SOLD, OFFERED FOR SALEMORTGAGED, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2AS AMENDED, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTAND APPLICABLE STATE SECURITIES LAWS. THE COMPANY WILL MAIL TO THE HOLDER COPIES OF THIS CERTIFICATE A COPY OF SUCH INVESTOR THEINVESTOR RIGHTS AGREEMENT, AS IN EFFECT MAY BE AMENDED FROM TIME TO TIME, PROVIDING FOR RESTRICTIONS ON THE DATE TRANSFER OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “BY THE HOLDER OF RECORD OF THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES TO THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN SECRETARY OF THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Common Stock issued upon conversion of the Preferred Stock in order to implement the restrictions on transfer set forth established in this Section 2. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), provided that Rule 144(b)(1) as then in effect does not differ substantially from Rule 144(b)(1) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (a) such Investor is not an affiliate of the Company and has not been an affiliate during the preceding three months, (b) such Investor has beneficially owned the shares represented by the certificate for a period of at least one year, (c) such Investor otherwise satisfies the requirements of Rule 144(b)(1) as then in effect with respect to such shares, and (d) such Investor will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(b)(1) as then in effect. Notwithstanding anything to the contrary contained herein, for purposes of the foregoing sentence, the term “affiliate” means an “affiliate” as such term is defined under Rule 144.

Restrictive Legend. Each certificate representing (i) the Shares Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred, (ii) shares of the Company's Common Stock issued upon conversion of the Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred or upon exercise of the Intel Warrant, (iii) the Common Stock issued to the Founder, and (iv) any other securities issued in respect of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Intel Warrant, Common Stock issued upon conversion of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or exercise of the Intel Warrant or Common Stock issued to the Founder or the Purchasers upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDCORPORATION.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares evidencing any Restricted Securities and each certificate evidencing any such securities issued to subsequent transferees of any Restricted Securities shall (unless otherwise permitted by the provisions of Section 4 below3.3 or 3.10 hereof) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, ANY STATE SECURITIES LAW. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDPLEDGED, OFFERED FOR SALEHYPOTHECATED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM THEREFROM UNDER SUCH REGISTRATION.” In additionACT OR LAW. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFER OF THESE SECURITIES IS SUBJECT TO RESTRICTIONS ON THE CONDITIONS SPECIFIED IN THE FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED ______________, 2003, AMONG ADVANCIS PHARMACEUTICAL CORPORATION AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTOF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE COMPANY WILL MAIL TO COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDADVANCIS PHARMACEUTICAL CORPORATION.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (a) the Shares and the Preferred Stock and (b) any other unregistered securities issued in respect of the securities referenced in clause (a) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLDTRANSFERRED, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE EXCEPT WHILE A REGISTRATION STATEMENT THEREUNDER RELATING THERETO IS IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATIONREGISTRATION UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE DESIGNATIONS, RIGHTS, PREFERENCES, POWERS, RESTRICTIONS AND LIMITATIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION FOR THE SERIES A-2 PREFERRED STOCK FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (THE “CERTIFICATE OF DESIGNATION”) AND THE RIGHTS, TERMS AND CONDITIONS SET FORTH IN THE INVESTORS’ RIGHTS AGREEMENT BY AND AMONG MONTROSE ENVIRONMENTAL GROUP, INC. (THE “ISSUER”) AND CERTAIN HOLDERS OF ISSUER SECURITIES PARTY THERETO (THE “INVESTMENT AGREEMENT”). 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 THE CERTIFICATE OF DESIGNATION AND THE INVESTMENT AGREEMENT. A COPY OF THE CERTIFICATE OF DESIGNATION AND THE INVESTMENT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER UPON REQUEST.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH MAY BE TRANSFERRED ONLY IN AN INVESTOR RIGHTS AGREEMENT. ACCORDANCE WITH THE COMPANY WILL MAIL TO THE HOLDER TERMS OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT AGREEMENTS BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ITS STOCKHOLDERS, THE TERMS COPIES OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth established in this Section 21.

Restrictive Legend. Each certificate representing (a) the Preferred ------------------ Shares, (b) the Conversion Shares and (c) any other securities issued in respect of the securities referenced in clauses (a), (b) or (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATIONAND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.” In addition" "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AGREEMENTS AMONG THE COMPANY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2CERTAIN SHAREHOLDERS OF THE COMPANY AND THE ORIGINAL SHAREHOLDER, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS VOTING AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ORIGINAL SHAREHOLDER, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE RIGHTS PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” " Each Investor Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth established in this Section 2.

Restrictive Legend. (a) Each certificate representing the Shares shares of Series C Preferred Stock or any securities (other than Common Stock) issued in respect of the shares of Series C Preferred Stock or the Common Stock issuable upon conversion thereof, shall (unless otherwise permitted by the provisions of Section 4 below7.1 or Section 7.3) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLDOFFERED, OFFERED FOR SALEPLEDGED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THEREFROM AS DETERMINED IN ACCORDANCE WITH THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTAGREEMENT DATED AS OF JULY 17, 2000 RESTRICTING THEIR TRANSFER. COPIES OF THE COMPANY WILL MAIL TO INVESTOR RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENTTHE CORPORATION AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS. FURTHER, AS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF STOCK OF THE CORPORATION AND THE VARIATIONS IN EFFECT ON THE DATE RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES OF MAILINGSTOCK (AND THE AUTHORITY OF THE BOARD OF DIRECTORS OF THE CORPORATION TO DETERMINE VARIATIONS FOR FUTURE SERIES), WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS ARE SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)CORPORATION'S CERTIFICATE OF INCORPORATION, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND AS AMENDED, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED FURNISHED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.COR-

Restrictive Legend. Each certificate representing (i) the Shares Preferred, (ii) shares of the Company’s Common Stock issued upon conversion of the Preferred, and (iii) any other securities issued in respect of the Preferred (or Common Stock issued upon conversion of the Preferred) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF“SECURITIES ACT”). SUCH SHARES THESE SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT THEREUNDER UNDER THE SECURITIES ACT IS EFFECTIVE COVERING SUCH TRANSFER OR (II) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THEREROM IS AVAILABLE. COPIES OF THE SHARES REPRESENTED AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFORCOMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor holder of a certificate representing Restricted Securities consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred or the Common Stock in order to implement the restrictions on transfer set forth established in Section 2this Section.

Restrictive Legend. Each certificate representing the Merger ------------------ Shares (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in bear substantially the following form legends (in addition to any legend legends required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, . THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHEREFROM. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO CERTAIN RESTRICTIONS ON SPECIFIED IN THE AGREEMENT AND PLAN OF REORGANIZATION AMONG THE ISSUER, HC2 ACQUISITION CORP., AND EPILLS INC. DATED ___________________, 1999 (THE "AGREEMENT"), WHICH INCLUDES AN OBLIGATION TO NOTIFY THE ISSUER PRIOR TO ANY SALE OR OTHER TRANSACTION, AND NO TRANSFER SET FORTH IN AN INVESTOR RIGHTS OF SHARES SHALL BE VALID OR 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 5.9 OF THE AGREEMENT. COPIES OF THE COMPANY WILL MAIL TO AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock ISSUER. The legend contained in this Section 5.9(g) shall be stamped removed from a certificate in connection with any sale in compliance with the terms of this Agreement and pursuant to the Resale S-1 Registration Statement, or otherwise imprinted with a legend in pursuant to Rule 144 (if accompanied by any legal opinion reasonably required by the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”Buyer), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF but shall not be removed in any other circumstance without Buyer's prior written consent (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTwhich consent shall not be unreasonably withheld or delayed and shall be granted if such legend is no longer appropriate), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares Common Stock or ------------------ the Preferred Stock held by any Stockholder (other than the Strategic Investors, whose certificates shall bear the legend set forth in the Strategic Investment Agreements), and any other securities issued in respect of the foregoing upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, AMENDED (THE "ACT") OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “REGISTRATION IS NOT REQUIRED UNDER THE 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 CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH TO, AND MAY BE TRANSFERRED ONLY IN AN INVESTOR COMPLIANCE WITH, THAT CERTAIN STOCKHOLDER RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AGREEMENT AMONG THE HOLDER OF THIS CERTIFICATE THESE SECURITIES AND CERTAIN OTHER HOLDERS OF THE COMPANY'S STOCK, WHICH INCLUDES A COPY VOTING AGREEMENT OF SUCH INVESTOR RIGHTS AGREEMENTHOLDERS, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANYISSUER. UNDER CERTAIN CIRCUMSTANCESUpon request of a holder of such a certificate, AS SET FORTH IN THE RIGHTS AGREEMENTthe Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTif, AS IN EFFECT ON THE DATE OF MAILINGwith such request, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents the Company shall have received either the opinion referred to in Section 4(a) or the "no-action" letter referred to in Section 4(b) to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k) or any successor rule, in order which case no such opinion or "no-action" letter shall be required, and provided that the Company shall not be obligated to implement remove any such legends prior to the restrictions on transfer date of the release of the lock-up provisions set forth in Section 215 hereof following the initial public offering of the Company's Common Stock under the Securities Act.

Restrictive Legend. Each certificate representing (i) Common Shares, (ii) Preferred Shares, (iii) Common Shares issued upon conversion of the Preferred Shares or exercise of Investor Warrants or Managing Dealer Warrants, and (iv) any other securities issued in respect of the Preferred Shares and Common Shares issued upon conversion of the Preferred Shares (any such securities listed in the preceding subsections (i), (ii), (iii) or (iv), “Restricted Securities”), shall (unless otherwise permitted by the provisions of Section 4 13 below) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER UNDER THE SECURITIES ACT OF 1933, OR AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENTAGREEMENT RESTRICTING THEIR TRANSFER, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS COMPANY AND WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED FURNISHED TO ANY PROSPECTIVE PURCHASERS ON REQUEST. THE AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing shares of the Shares (unless otherwise permitted by ------------------ Common Stock issuable upon exercise of the provisions Warrants, or any other securities issued in respect of Section 4 below) the Common Stock issued upon exercise of the Warrants, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “"THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE OTHERWISE ASSIGNED EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT THEREUNDER WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT OR (2) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “ACT RELATING TO THE SHARES DISPOSITION OF SUCH SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE ALSO SUBJECT TO THE PROVISIONS OF (I) AN AGREEMENT, DATED AS OF OCTOBER 14, 1997, BY AND BETWEEN NUTRAMAX PRODUCTS, INC. AND CAPE XXX INVESTORS, L.L.C., AND (II) A CERTAIN STOCK PURCHASE AGREEMENT, DATED AS OF AUGUST 12, 1997, AS AMENDED, BY AND BETWEEN NUTRAMAX PRODUCTS, INC. AND CAPE XXX INVESTORS, L.L.C., INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTTHEREIN. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY COPIES OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH AGREEMENTS ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANYNUTRAMAX PRODUCTS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS AND WILL BE EVIDENCED BY SEPARATE CERTIFICATES FURNISHED UPON WRITTEN REQUEST AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2."

Restrictive Legend. Each certificate representing the Shares (unless otherwise permitted by the provisions of Section 4 below) Warrant Share, when issued, shall be stamped or otherwise imprinted with include a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE form: THESE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALEASSIGNED OR OTHERWISE TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, PLEDGED OR HYPOTHECATED IN (2) RECEIPT BY THE ABSENCE COMPANY OF AN EFFECTIVE OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION STATEMENT THEREUNDER UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION.” In additionAPPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. The Company will not, for so long as by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the Shares are subject to observance or performance of any of the restrictions set forth terms of this Warrant, but will at all times in good faith assist in the first sentence carrying out of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend all such terms and in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion taking of the Series B Preferred Stock shall all such action as may be stamped necessary or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities appropriate in order to implement protect the restrictions on transfer set forth rights of the Holder of this Warrant against impairment. Dated: ____________ __, 2009 SPECTRASCIENCE, INC. Attest: By: Xxxxx Xxxxxxx Xxxxx Xxxxxxx Title: Chairman and CEO Title: Secretary Dated _____________ 20__ The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of Purchasing ________ shares of Common Stock and hereby makes payment of ______________ in Section 2.payment of the actual exercise price thereof. ___________________

Restrictive Legend. Each certificate representing (a) Unless and until an Initial Note (i) is exchanged for an Exchange Note or sold in connection with an effective registration statement under the Shares Securities Act pursuant to the Registration Rights Agreement, or (unless otherwise permitted by ii) the provisions Private Placement Legend has been removed from such Initial Note in accordance with Section 2.7 or, with respect to a Restricted Global Security, all of Section 4 below) shall be stamped or otherwise imprinted with a legend the beneficial interests in such Restricted Global Security have been exchanged for beneficial interests in the Unrestricted Global Security in accordance with Section 2.7, the U.S. Global Securities, U.S. Physical Securities and Offshore Global Securities shall bear the following form legend set forth below (in addition to any legend required under applicable state securities laws): the “THE SHARES REPRESENTED BY Private Placement Legend”) on the face thereof: THIS CERTIFICATE HAVE NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE “SECURITIES ACT”), OR IN CONNECTION WITHTHE LAWS OF ANY STATE OR OTHER JURISDICTION AND, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES ACCORDINGLY, MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE ABSENCE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF AN EFFECTIVE A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS NOT A UNITED STATES PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF THE AES CORPORATION (“AES”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO AES, (B) PURSUANT TO A REGISTRATION STATEMENT THEREUNDER OR WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “REGISTRATION PROVIDED BY RULE 144 UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTSECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE COMPANY WILL MAIL PRIOR TO THE HOLDER REGISTRATION OF THIS CERTIFICATE A COPY ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, AES RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH INVESTOR RIGHTS AGREEMENTLEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN EFFECT ON ORDER TO DETERMINE THAT THE DATE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES ANY RULE 144 EXEMPTION FROM THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES REGISTRATION REQUIREMENTS OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDSECURITIES ACT.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares evidencing any Restricted Securities and each certificate evidencing any such securities issued to subsequent transferees of any Restricted Securities shall (unless otherwise permitted by the provisions of Section 4 below3.3 or 3.10 hereof) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, ANY STATE SECURITIES LAW. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDPLEDGED, OFFERED FOR SALEHYPOTHECATED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM THEREFROM UNDER SUCH REGISTRATION.” In additionACT OR LAW. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFER OF THESE SECURITIES IS SUBJECT TO RESTRICTIONS ON THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS' AGREEMENT, DATED NOVEMBER 5, 1993, AMONG LEUKOSITE, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AS AMENDED, AND IN THE STOCK RESTRICTION AGREEMENT, DATED NOVEMBER 5, 1993, AMONG LEUKOSITE, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AS AMENDED, AND NO TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTOF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE COMPANY WILL MAIL TO COPIES OF SUCH AGREEMENTS MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF THE RIGHTS AGREEMENTLEUKOSITE, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDINC.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. (a) Each certificate representing (i) the Shares shares of Series C Preferred Stock, (ii) the shares of Series B Preferred Stock, (iii) the shares of Series A Preferred Stock, or (iv) any securities (other than Common Stock) issued in respect of the shares of Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock or the Common Stock issuable upon conversion thereof, shall (unless otherwise permitted by the provisions of Section 4 below7.1 or Section ----------- ------- 7.3) shall be stamped or otherwise imprinted with a legend substantially in the ---- following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLDOFFERED, OFFERED FOR SALEPLEDGED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHEREFROM AS DETERMINED IN ACCORDANCE WITH THE THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED AUGUST 13, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “1999 RESTRICTING THEIR TRANSFER. COPIES OF THE SHARES REPRESENTED THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS. FURTHER, THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF STOCK OF THE CORPORATION AND THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES OF STOCK (AND THE AUTHORITY OF THE BOARD OF DIRECTORS OF THE CORPORATION TO DETERMINE VARIATIONS FOR FUTURE SERIES), ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY CORPORATION'S CERTIFICATE OF INCORPORATION, AS AMENDED, A COPY OF WHICH WILL MAIL BE FURNISHED BY THE CORPORATION TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILINGCERTIFICATE, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A UPON THE WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing any portion of the Shares (unless otherwise permitted Common Stock or Preferred Stock that is held by the provisions of Section 4 below) a party hereto shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “"THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT MAY BE OFFERED, PLEDGED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT AND NOT WITH A VIEW TOSUCH LAWS, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF COMPLIANCE WITH AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “. THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A STOCKHOLDERS' AGREEMENT, DATED AS OF DECEMBER 5, 2003, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "AGREEMENT"), WHICH CONTAINS PROVISIONS REGARDING (I) CERTAIN RESTRICTIONS ON THE TRANSFER SET FORTH IN OF SUCH SECURITIES, (II) CERTAIN TAG-ALONG RIGHTS AND DRAG-ALONG RIGHTS APPLICABLE TO SUCH SECURITIES, (III) CERTAIN RESTRICTIONS ON VOTING AND THE GRANT OF AN INVESTOR RIGHTS AGREEMENTIRREVOCABLE PROXY AND (IV) CERTAIN OTHER MATTERS. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN ANY TRANSFER OF THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE SECURITIES EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OR ANY INTEREST THEREIN IN VIOLATION OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME AGREEMENT IS NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2."

Restrictive Legend. Each Hereinafter, each certificate representing (i) the Investor Shares, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the Investor Shares or the Registrable Securities upon any stock split, stock dividend, combination of shares, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted below or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF"SECURITIES ACT"). SUCH SHARES THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT THEREUNDER IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION.” In additionREGISTRATION REQUIREMENTS. IN ADDITION, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH CONTAINED IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER A SHAREHOLDERS AGREEMENT DATED AS OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENTJUNE 22, 2007, AS IN EFFECT ON THE DATE OF MAILINGAMENDED FROM TIME TO TIME, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES EXECUTIVE OFFICE OF THE COMPANY AND MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESUpon request of a holder of such a certificate, AS SET FORTH IN THE RIGHTS AGREEMENTthe Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTif, AS IN EFFECT ON THE DATE OF MAILINGwith such request, WITHOUT CHARGEthe Company shall have received either (i) a written opinion of legal counsel to the holder, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents addressed to the Company making and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of such securities may be effected without registration under the Securities Act or (ii) a notation on its records and giving instructions "no-action" letter from the SEC to any transfer agent the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Restricted Securities SEC that action be taken with respect thereto, except that any such transfer legend shall be removed in order a transfer pursuant to implement the restrictions on transfer set forth Rule 144 or an effective registration statement, in Section 2which case no such legal opinion or "no-action" letter shall be required.

Restrictive Legend. Each certificate representing the Shares Securities ------------------ or any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 belowthe Purchase Agreement) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “In the Case of Warrant and Warrant Shares: ----------------------------------------- THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF"SECURITIES ACT"). SUCH SHARES THE SECURITIES MAY NOT BE SOLD, OFFERED FOR TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, PLEDGED TRANSFER, ASSIGNMENT OR HYPOTHECATED IN HYPOTHECATION IS EXEMPT FROM THE ABSENCE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT TERMS OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS UNIT PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE RIGHTS AGENT THEREUNDER COMPANY (THE “RIGHTS AGREEMENT”), THE TERMS COPIES OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF MAY BE OBTAINED FROM THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (i) the Shares Shares, and (ii) shares of the Company's Common Stock issued upon conversion of the Shares, and (iii) any other securities issued in respect of the Shares, or the Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, (THE "ACT") OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT 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 CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE ACT, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ORIGINAL HOLDER OF THESE SHARES, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESSUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. Upon request of a holder of such a certificate, AS SET FORTH IN THE RIGHTS AGREEMENTthe Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTif, AS IN EFFECT ON THE DATE OF MAILINGwith such request, WITHOUT CHARGEthe Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTunless any such transfer legend may be removed pursuant to Rule 144(k), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERin which case no such opinion or "no-action" letter shall be required, MAY BECOME NULL AND VOID.” Each Investor consents and provided that the Company shall not be obligated to remove any such legends prior to the Company making a notation on its records and giving instructions to any transfer agent date of the Restricted initial public offering of the Company's Common Stock under the Securities in order to implement the restrictions on transfer set forth in Section 2Act.

Restrictive Legend. Each Pursuant to Section 7.1 hereof, each certificate representing the Laser Shares (unless otherwise permitted received by the provisions of Section 4 below) Parent Holdings shall be stamped or otherwise imprinted with a legend in the following form legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND COLEMAN (in addition to any legend required under applicable state securities laws): “PARENT) HOLDINGS INC. AND MAY NOT BE OFFERED, SOLD, XXXXXFERRED, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF OR TRANSFERRED (OTHER THAN, IN ANY SUCH CASE, IN CONNECTION WITH A PLEDGE TO SECURE BONA FIDE INDEBTEDNESS OR OTHER OBLIGATIONS) ("TRANSFERRED") EXCEPT AS PERMITTED BY THE SHARES TERMS THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE "ACT"), OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY STATE. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. MAY NOT BE TRANSFERRED, AND THE COMPANY WILL MAIL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) PURSUANT TO RULE 144 UNDER THE ACT, OR (C) UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE HOLDER OF THIS CERTIFICATE A COPY OF COMPANY, THAT SUCH INVESTOR RIGHTS AGREEMENTTRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. Upon request of Parent Holdings, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate Laser shall cause to be issued certificates representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents such Laser Shares as to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement which the restrictions on transfer set forth in Section 2herein are no longer applicable without such legend.

Restrictive Legend. Each certificate representing the Shares ------------------ Securities or any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 belowthe Purchase Agreement) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “In the Case of Warrant and Warrant Shares: ----------------------------------------- THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF"1933 ACT"). SUCH SHARES THE SECURITIES MAY NOT BE SOLD, OFFERED FOR TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE 1933 ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, PLEDGED TRANSFER, ASSIGNMENT OR HYPOTHECATED IN HYPOTHECATION IS EXEMPT FROM THE ABSENCE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT TERMS OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS UNIT PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE RIGHTS AGENT THEREUNDER COMPANY (THE “RIGHTS AGREEMENT”), THE TERMS COPIES OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF MAY BE OBTAINED FROM THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in bear substantially the following form legends (in addition to any legend legends required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, ANY STATE SECURITIES LAWS. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHEREFROM. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH SPECIFIED IN THE RIGHTS COMMON STOCK PURCHASE AGREEMENT DATED OCTOBER 10, 2000 BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN THE AGREEMENT, INCLUDING SECTIONS 7.1 AND 8.3 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY REFERENCE AND A COPY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF WHICH IS ON FILE AT THIS CERTIFICATE TO THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESUpon the request of Purchaser, AS SET FORTH IN THE RIGHTS AGREEMENTthe Company shall remove the foregoing legend from the certificates evidencing the Shares and issue to Purchaser new certificates free of any transfer legend if with such request, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTand at the request of the Company, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents the Company shall have received an opinion of counsel satisfactory to the Company making a notation on its records and giving instructions Company, to the effect that any transfer agent transfers by Purchaser of such Shares may be made to the public without compliance with either Section 5 of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2Act or Rule 144 thereunder and applicable state securities laws.

Restrictive Legend. Each certificate representing shares of the Shares (unless otherwise permitted by Common Stock issuable upon exercise of the provisions Warrants, or any other securities issued in respect of Section 4 below) the Common Stock issued upon exercise of the Warrants, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “"THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE OTHERWISE ASSIGNED EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT THEREUNDER WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT OR (2) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “ACT RELATING TO THE SHARES DISPOSITION OF SUCH SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE ALSO SUBJECT TO RESTRICTIONS THE PROVISIONS OF (i) AN AGREEMENT, DATED AS OF OCTOBER 14, 1997, BY AND BETWEEN NUTRAMAX PRODUCTS, INC. AND CAPE ANN INVESTORS, L.L.C., AND (ii) A CERTAIN STOCK PUXXXASE AGREEMENT, DATED AS OF AUGUST 12, 1997, AS AMENDED, BY AND BETWEEN NUTRAMAX PRODUCTS, INC. AND CAPE ANN INVESTORS, L.L.C., INCLUDING CERTAIN RESTRICTIXXX ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTTHEREIN. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY COPIES OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH AGREEMENTS ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANYNUTRAMAX PRODUCTS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS AND WILL BE EVIDENCED BY SEPARATE CERTIFICATES FURNISHED UPON WRITTEN REQUEST AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2."

Restrictive Legend. Each certificate representing (i) Common Shares, (ii) Preferred Shares, (iii) Common Shares issued upon conversion of the Preferred Shares, and (iv) any other securities issued in respect of the Preferred Shares and Common Shares issued upon conversion of the Preferred Shares (any such securities listed in the preceding subsections (i), (ii), (iii) or (iv), “Restricted Securities”), shall (unless otherwise permitted by the provisions of Section 4 13 below) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER UNDER THE SECURITIES ACT OF 1933, OR AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENTAGREEMENT RESTRICTING THEIR TRANSFER, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS COMPANY AND WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED FURNISHED TO ANY PROSPECTIVE PURCHASERS ON REQUEST. THE AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (i) the Shares Series A Preferred, (ii) the Series B Preferred, (iii) the Series C Preferred, (iv) shares of the Company's Common Stock issued upon conversion of the Series A Preferred, Series B Preferred and Series C Preferred, and (v) any other securities issued in respect of the Series A Preferred, Series B Preferred, Series C Preferred or Common Stock issued upon conversion of the Series A Preferred, Series B Preferred and Series C Preferred including upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT 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 CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. THE SHARES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. A ONE HUNDRED EIGHTY (180) DAY LOCKUP FOLLOWING THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENTCORPORATION'S INITIAL PUBLIC OFFERING, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Holder consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Series A Preferred, the Series B Preferred, the Series C Preferred or the Common Stock in order to implement the restrictions on transfer set forth established in this Section 23. The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend.

Restrictive Legend. Each certificate representing The Holder understands that until such time as this Note or the Conversion Shares (unless otherwise permitted have been registered under the Securities Act and applicable state securities laws as contemplated by the provisions of Section 4 below) shall be stamped Registration Rights Agreement or otherwise imprinted with may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Note and the Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, APPLICABLE STATE SECURITIES LAWS. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED ASSIGNED, PLEDGED, HYPOTHECATED OR HYPOTHECATED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH REGISTRATIONAS A SO-CALLED “4(1) AND A HALF” SALE.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT. AGREEMENT DATED AS OF JUNE 8, 2015, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY WILL MAIL TO AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON TO THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.”

Restrictive Legend. Each certificate representing (a) the Shares, (b) shares of Series A Preferred Stock or Wyndham Common Stock issuable upon conversion of any Shares, and (c) any other securities issued in respect of the Shares or Wyndham Common Stock issued upon conversion of any Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in clauses (a) through (c) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4 below8.2) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any the legend required under any applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THEREFROM UNDER SAID ACT OR LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND THEIR TRANSFER MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON TO THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS PURSUANT TO SUCH AGREEMENT, CERTAIN TRANSFERS MAY NOT BE MADE UNLESS AT THE TIME OF SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. TRANSFER ONE OR MORE DIRECTORS OF THE COMPANY WILL MAIL APPOINTED PURSUANT TO SUCH AGREEMENT SUBMIT THEIR RESIGNATION FROM THE HOLDER BOARD OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTDIRECTORS. Wyndham will promptly, AS IN EFFECT ON THE DATE OF MAILINGupon request, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDremove any such legend when no longer required by the terms of this Agreement or by applicable law.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Warrant Shares (and each Warrant issued upon a partial exercise, issued upon transfer in whole or in part of this Warrant pursuant to Section 8 or issued in substitution for this Warrant pursuant to Section 10) or any other securities issued in respect of the Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 belowthe Purchase Agreement) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF“SECURITIES ACT”). SUCH SHARES THE SECURITIES MAY NOT BE SOLD, OFFERED FOR TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, PLEDGED TRANSFER, ASSIGNMENT OR HYPOTHECATED IN HYPOTHECATION IS EXEMPT FROM THE ABSENCE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT TERMS OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE RIGHTS AGENT THEREUNDER COMPANY (THE “RIGHTS AGREEMENT”), THE TERMS COPIES OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF MAY BE OBTAINED FROM THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing for the Shares (unless otherwise permitted AzurTec Shares, ------------------ whether preferred or common, and any shares of capital stock received in respect thereof, whether by the provisions reason of Section 4 below) a stock split or share reclassification thereof, a stock dividend thereon or otherwise, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY STATE. SUCH THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS AZURTEC, INC. (THE "COMPANY") RECEIVES AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY AND ITS COUNSEL STATING THAT SUCH SALE OR TRANSFER MAY BE EFFECTED PURSUANT TO AN EXEMPTION UNDER SUCH ACT FROM SUCH REGISTRATION.” In additionTHE REGISTRATION REQUIREMENTS OF THE ACT AND PURSUANT TO APPLICABLE STATE SECURITIES LAWS. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE TRANSFER OF THESE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH THE CONDITIONS SPECIFIED IN AN INVESTOR RIGHTS AGREEMENT. SECTION 4 OF THE COMPANY WILL MAIL TO THE HOLDER INVESTMENT AGREEMENT DATED AS OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENTMARCH 30, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT 2006 BETWEEN THE COMPANY AND PHOTOMEDEX, INC. AND NO TRANSFER OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RIGHTS AGENT THEREUNDER (HOLDER OF RECORD OF THIS CERTIFICATE TO THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (a) the Shares, (b) the shares of Prison Realty Common Stock issuable upon conversion of any Shares, (c) the Warrant Shares, and (d) any other securities issued in respect of the Shares, the shares of Prison Realty Common Stock issued upon conversion of any Shares or the Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in clauses (a) through (d) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4 below9.2) shall be stamped or otherwise imprinted with contain a legend substantially in the following form (in addition to any legend required under any applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED IN OTHERWISE TRANSFERRED UNTIL THE ABSENCE SAME HAVE BEEN REGISTERED UNDER SAID ACT OR LAWS OR UNTIL THE COMPANY HAS RECEIVED AN OPINION OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER LEGAL COUNSEL SATISFACTORY TO IT THAT SUCH SHARES MAY LEGALLY BE SOLD OR AN EXEMPTION FROM OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION.” In addition. COPIES OF THE AGREEMENTS COVERING THE PURCHASE, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE TRANSFER AND REGISTRATION OF THESE SHARES REPRESENTED MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON TO THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESPrison Realty will promptly, AS SET FORTH IN THE RIGHTS AGREEMENTupon request, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDremove any such legend when no longer required by the terms of this Agreement or by applicable law.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (i) the Shares Preferred ------------------ Shares, (ii) the Conversion Shares, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) shall be stamped or otherwise imprinted with a legend legends in the following form (in addition to any legend required under applicable state securities laws): “"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT THEREUNDER OR AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EXEMPTION FROM SUCH REGISTRATIONAGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “" "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE FIRST REGISTRATION STATEMENT OF THE COMPANY WILL MAIL TO FILED UNDER THE HOLDER SECURITIES ACT OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT1933, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESAMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES ISSUER AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE ORIGINAL HOLDER OF THIS CERTIFICATE THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE RIGHTS AGREEMENT, AS IN EFFECT PRINCIPAL OFFICE OF THE ISSUER. SUCH LOCKUP PERIOD IS BINDING ON THE DATE TRANSFEREES OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDTHESE SHARES.” " Each Investor and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth established in this Section 21.

Restrictive Legend. Each certificate representing (a) the Shares Preferred, (b) shares of the Common Stock issued upon conversion of the Preferred, (c) any security for which subsequent registration rights are granted in accordance with Section 24(b) of the Agreement, and (d) any other securities issued in respect of any shares described in clauses (a), (b), and (c) above upon any stock split, stock dividend, recapitalization, or similar event, shall (unless otherwise permitted by the provisions of Section 4 below3 above) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF“SECURITIES ACT”). SUCH SHARES THESE SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER COVERING SUCH OFFER, SALE OR TRANSFER OR (II) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FOR SUCH REGISTRATION.” In additionOFFER, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “SALE OR TRANSFER IS AVAILABLE. COPIES OF THE SHARES AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER A LOCK-UP PERIOD FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ORIGINAL HOLDER OF THESE SHARES, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATELOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Purchaser and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred or the Common Stock in order to implement the restrictions on transfer set forth established in Section 2this Section.

Restrictive Legend. Each In addition to any other legend that may be required, each certificate (if any) representing the Subject Shares (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend legends substantially in the following form (in addition to any legend required under applicable state securities lawsLaws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 (AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, THE “SECURITIES ACT”) OR IN CONNECTION WITH, UNDER THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY OTHER JURISDICTIONS. SUCH SHARES THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER UNDER THE SECURITIES ACT OR (B) AN EXEMPTION FROM OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE INVESTOR RIGHTS AGREEMENT, DATED [•], 2023, BY AND BETWEEN THE COMPANY AND THE HOLDER OF THE SECURITIES. BY ACCEPTING ANY INTEREST IN SUCH REGISTRATIONSHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL PROVISIONS OF THE SAID AGREEMENT AS APPLICABLE.” In addition, for so long as The Investor agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of Subject Shares are subject to except in compliance with the restrictions set forth in the first sentence of this Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR4.3.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (a) the Notes, (b) the Preferred Shares, (c) shares of the Common Stock issued upon conversion of any Note and/or Preferred Share, 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 permitted by the provisions of Section 4 8.3 below) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any the legend required under any applicable state securities laws): “THE SHARES [SHARES] [NOTE] REPRESENTED BY THIS CERTIFICATE HAVE [HAVE] [HAS] BEEN ACQUIRED FOR INVESTMENT AND [HAVE] [HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES [SHARES] [NOTE] MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER SUCH REGISTRATIONS OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “EXEMPTIONS THEREFROM UNDER SAID ACT OR LAWS. COPIES OF THE SHARES REPRESENTED AGREEMENT COVERING THE PURCHASE OF [THESE SHARES] [THIS NOTE] AND RESTRICTING [THEIR] [ITS] TRANSFER MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON TO THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares Securities and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 9.3 below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): The legend in the immediately succeeding paragraph would be added in the event the Stockholder Agreement is still in effect at such time: EXCEPT AS SET FORTH IN THE IMMEDIATELY FOLLOWING SENTENCE WITH RESPECT TO THE “2007 TRC LENDER WARRANTS” (AS DEFINED BELOW), THIS WARRANT (THIS “WARRANT”) AND THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS, OF THE ISSUER’S FOURTH AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AUGUST 1, 2007 (THE “STOCKHOLDER AGREEMENT”), A COPY OF WHICH WILL BE MADE AVAILABLE UPON REQUEST. IF THIS WARRANT IS A 2007 TRC LENDER WARRANT (AS DEFINED BELOW), ONLY THE SHARES OF COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE STOCKHOLDER AGREEMENT. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE “ACT”), OR IN CONNECTION WITHTHE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, EXCEPT AND PURSUANT TO THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES PROVISIONS OF ARTICLE 11 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO THE HOLDER AS OF , 2007 MAY NOT BE SOLDOFFERED, OFFERED FOR SALESOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE SECURITIES LAWS OR, IN THE ABSENCE OPINION OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR AN EXEMPTION TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM SUCH REGISTRATION.” In addition. IN ADDITION, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2THE FOLLOWING IS INTENDED TO APPLY TO TRADES TO WHICH THE SECURITIES LAWS OR RULES OF ANY PROVINCE OR TERRITORY OF CANADA ARE APPLICABLE: UNLESS PERMUTED UNDER SECURITIES LEGISLATION, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON SECURITY MUST NOT TRADE THIS SECURITY BEFORE THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE THAT IS 4 MONTHS AND A COPY DAY AFTER THE LATER OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES(i) AUGUST 20, AS SET FORTH IN THE RIGHTS AGREEMENT2007, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON (ii) THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF THE ISSUER BECOMES A WRITTEN REQUEST THEREFORREPORTING ISSUER IN ANY PROVINCE OR TERRITORY. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF Each holder of Restricted Securities and each subsequent transferee (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor hereinafter collectively referred to as a “Restricted Holder”) consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 10. Securities represented by a certificate bearing the legend set forth in this Section 210 are referred to herein as “Restricted Securities.”

Restrictive Legend. Each certificate representing (i) the Shares Shares, ------------------ and (ii) shares of the Company's Common Stock issued upon conversion of the Shares, and (iii) any other securities issued in respect of the Shares, or the Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, (THE "ACT") OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT OPINION OF COUNSEL SATISFACTORY TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT 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 CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL OFFICES EXECUTIVE OFFICE OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCESUpon request of a holder of such a certificate, AS SET FORTH IN THE RIGHTS AGREEMENTthe Company shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTif, AS IN EFFECT ON THE DATE OF MAILINGwith such request, WITHOUT CHARGEthe Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTunless any such transfer legend may be removed pursuant to Rule 144(k), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERin which case no such opinion or "no-action" letter shall be required, MAY BECOME NULL AND VOID.” Each Investor consents and provided that the Company shall not be obligated to remove any such legends prior to the Company making a notation on its records and giving instructions to any transfer agent date of the Restricted initial public offering of the Company's Common Stock under the Securities in order to implement the restrictions on transfer set forth in Section 2Act.

Restrictive Legend. Each certificate representing (i) the Shares Conversion Stock and (ii) any other securities issued in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT THEREUNDER IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR UNLESS THE COMPANY RECEIVES AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. AND A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RIGHTS STOCKHOLDERS AGREEMENT BETWEEN THE COMPANY ISSUER AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ORIGINAL HOLDER OF THESE SHARES, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANYISSUER. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES TRANSFER RESTRICTIONS AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RIGHT OF THIS CERTIFICATE A COPY FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDTHESE SHARES.” Each Investor Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Common Stock in order to implement the restrictions on transfer set forth established in Section 2this Agreement.

Restrictive Legend. (a) Each certificate representing the Shares (unless otherwise permitted by Debentures, the provisions Common Stock into which such Debentures are convertible, the Warrants, or the Common Stock issued upon exercise of Section 4 below) the Warrants shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities lawslaws or otherwise): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (THE "SECURITIES ACT"), AS AMENDED, NOR UNDER ANY STATE SECURITIES LAW AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE PLEDGED, SOLD, OFFERED FOR ASSIGNED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THE PROVISIONS OF REGULATION S UNDER THE ACT OR PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. THE SALE, PLEDGED OR HYPOTHECATED IN ASSIGNMENT, TRANSFER, PLEDGE AND OTHER DISPOSITION OF THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RESTRICTED BY THE INVESTOR'S RIGHTS AGREEMENT (THE "INVESTOR'S RIGHTS AGREEMENT"), DATED AUGUST 22, 2002. A COPY OF THE COMPANY WILL MAIL TO INVESTOR'S RIGHTS AGREEMENT IS ON FILE WITH THE CORPORATE SECRETARY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. A COPY THEREOF MAY BE OBTAINED AT NO COST UPON WRITTEN REQUEST THEREFOR MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON TO THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATE SECRETARY AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESUpon request of a holder of such a certificate, AS SET FORTH IN THE RIGHTS AGREEMENTthe Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTif, AS IN EFFECT ON THE DATE OF MAILINGwith such request, WITHOUT CHARGEthe Company shall have received either (i) a written opinion of legal counsel to the Holder who shall be reasonably satisfactory to the Company, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents addressed to the Company making a notation on its records and giving instructions reasonably satisfactory in form and substance to any the Company's counsel, to the effect that the proposed transfer agent of the Restricted Securities may be effected without registration under the Securities Act or (ii) a "no-action" letter from the Commission to the effect that the distribution of such securities without registration will not result in order a recommendation by the staff of the Commission that action be taken with respect thereto; provided, that no such opinion of counsel shall be required for a transfer by a Holder of Restricted Securities to implement an Affiliate if the restrictions on transfer set forth transferee agrees in Section 2writing to be subject to the terms hereof to the same extent as if such transferee were an original Holder of Restricted Securities hereunder.

Restrictive Legend. Each certificate representing (a) the Shares Preferred Stock, (b) the Company's Class A Common Stock issued upon conversion of the Preferred Stock and (c) any other securities issued in respect of the Preferred Stock or Class A Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 belowterms hereof) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “). THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFAPPLICABLE STATE SECURITIES LAWS. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALEMORTGAGED, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER 1 2 FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2AS AMENDED, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO STOCK PURCHASE AGREEMENT, STOCKHOLDER'S AGREEMENT, INVESTOR RIGHTS AGREEMENT AND BYLAWS, AS AMENDED, PROVIDING FOR RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF Each Holder (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor as defined below) consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Class A Common Stock in order to implement the restrictions on transfer set forth established in this Section 21. The requirement that the above securities legend be placed upon certificates evidencing shares of Stock shall cease and terminate upon the earliest of the following events: (i) when such shares are transferred in an underwritten public offering, (ii) when such shares are transferred pursuant to Rule 144 under the Securities Act or (iii) when such shares are transferred in any other transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such shares without registration thereunder. Upon the consummation of any event requiring the removal of a legend hereunder, the Company, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such shares as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such shares not bearing such legend.

Restrictive Legend. Each certificate representing (a) the Shares shares of Preferred Stock, (b) shares of Common Stock issued upon conversion of the Preferred Stock, and (c) any other securities issued in respect of the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any share split, share dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 2.2 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “). THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES AND MAY NOT BE SOLD, OFFERED FOR SALEMORTGAGED, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2AS AMENDED, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTAND APPLICABLE STATE SECURITIES LAWS. THE COMPANY WILL MAIL TO THE HOLDER COPIES OF THIS CERTIFICATE A COPY OF SUCH INVESTOR THEINVESTOR RIGHTS AGREEMENT, AS IN EFFECT MAY BE AMENDED FROM TIME TO TIME, PROVIDING FOR RESTRICTIONS ON THE DATE TRANSFER OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “BY THE HOLDER OF RECORD OF THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES TO THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN SECRETARY OF THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Common Stock issued upon conversion of the Preferred Stock in order to implement the restrictions on transfer set forth in Section 2.established in

Restrictive Legend. Each certificate representing (i) the Shares Series E ------------------ Stock, (ii) the Common Stock of the Company (the "Common Stock") issued upon conversion of the Series E Stock, and (iii) any other securities issued in respect of the Series E Stock or Common Stock issued upon conversion of the Series E Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 4 1.1. or Section 1.2 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “). "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES AND MAY NOT BE SOLD, OFFERED FOR SALEMORTGAGED, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2AS AMENDED, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO STOCK PURCHASE AGREEMENT AND INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF CORPORATION." Each Holder (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor as defined below) consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Series E Stock or the Common Stock in order to implement the restrictions on transfer set forth established in this Section 21. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act of 1933, as amended (the "1933 Act"), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (i) such Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. Each certificate representing the Shares Preferred Stock, the Conversion Stock, the Warrants, the Warrant Stock, the Significant Holders' Stock or any other securities issued in respect of such stock upon any stock split, stock dividend, recapitalization, merger, or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend legends in substantially the following form (in addition to any legend legends required under by agreement or by applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. A LOCKUP PERIOD OF UP TO 180-DAYS FOLLOWING THE EFFECTIVE DATE OF CERTAIN REGISTRATION STATEMENTS OF THE COMPANY WILL MAIL TO FILED UNDER THE HOLDER SECURITIES ACT OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT1933, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESAMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES ISSUER AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE ORIGINAL HOLDER OF THIS CERTIFICATE THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE RIGHTS AGREEMENTPRINCIPAL OFFICE OF THE ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. Each Series A Holder, AS IN EFFECT ON THE DATE OF MAILINGSeries B Holder, WITHOUT CHARGEPurchaser, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Warrant Holder and Significant Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer set forth established in Section 2this Agreement.

Restrictive Legend. Each certificate representing the Shares evidencing any Restricted Securities and each certificate evidencing any such securities issued to subsequent transferees of any Restricted Securities shall (unless otherwise permitted by the provisions of Section 4 below3.3 or 3.10 hereof) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, ANY STATE SECURITIES LAW. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDPLEDGED, OFFERED FOR SALEHYPOTHECATED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM THEREFROM UNDER SUCH REGISTRATION.” In additionACT OR LAW. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFER OF THESE SECURITIES IS SUBJECT TO RESTRICTIONS ON THE CONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED NOVEMBER 1, 2002, AS AMENDED FROM TIME TO TIME, AMONG TOLERRX, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTOF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE COMPANY WILL MAIL TO COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF THE RIGHTS AGREEMENTTOLERRX, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFORINC. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents The provisions of this Section 3.2 shall be satisfied with respect to certificates issued prior to the Company making a notation on its records and giving instructions date hereof which bear legends substantially similar to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2above legend.

Restrictive Legend. Each certificate representing the Shares evidencing any Restricted Securities and each certificate evidencing any such securities issued to subsequent transferees of any Restricted Securities and any shares of Common Stock shall (unless otherwise permitted by the provisions of Section 4 below3.3 or 3.10 hereof) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, ANY STATE SECURITIES LAW. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDPLEDGED, OFFERED FOR SALEHYPOTHECATED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM THEREFROM UNDER SUCH REGISTRATION.” In additionACT OR LAW. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFER OF THESE SECURITIES IS SUBJECT TO RESTRICTIONS ON THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED JUNE 15, 2001, AMONG DGI BIOTECHNOLOGIES, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTOF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE COMPANY WILL MAIL TO COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF THE RIGHTS AGREEMENTDGI BIOTECHNOLOGIES, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFORINC. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.9

Restrictive Legend. Each certificate representing (a) the Shares Preferred Stock, (b) the Company's Common Stock issued upon conversion of the Preferred Stock or upon exercise of the Warrants, and (c) any other securities issued in respect of the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock or upon exercise of the Warrants upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.2 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “). THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFAPPLICABLE STATE SECURITIES LAWS. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALEMORTGAGED, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2AS AMENDED, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO STOCK PURCHASE AGREEMENT, INVESTOR RIGHTS AGREEMENT AND BYLAWS, AS AMENDED, PROVIDING FOR RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF Each Holder (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor as defined below) consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Common Stock in order to implement the restrictions on transfer set forth established in this Section 2.1. The requirement that the above securities legend be placed upon certificates evidencing shares of Stock shall cease and terminate upon the earliest of the following events: (i) when such shares are transferred in an underwritten public offering, (ii) when such shares are transferred pursuant to Rule 144 under the Securities Act or (iii) when such shares are transferred in any other transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act

Restrictive Legend. Each certificate representing (i) the Shares Serial Preferred ------------------ (ii) shares of the Company's Common Stock issued upon conversion of the Serial Preferred (iii) shares issued or issuable in respect of any shares described in clauses (i)-(ii) above upon any stock split, stock dividend, recapitalization, or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT 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 CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER UPON TRANSFER, INCLUDING A RIGHT OF FIRST OFFER, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY CORPORATION AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)REGISTERED HOLDER, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OFFICE OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCESSUCH TRANSFER RESTRICTIONS, AS SET FORTH IN INCLUDING THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RIGHT OF THIS CERTIFICATE A COPY FIRST OFFER ARE BINDING ON TRANSFEREES OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDTHESE SHARES.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Warrant Shares (and each Warrant issued upon a partial exercise, issued upon transfer in whole or in part of this Warrant pursuant to Section 8 or issued in substitution for this Warrant pursuant to Section 10) or any other securities issued in respect of the Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 belowthe Placement Agency Agreement) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, AMENDED (THE SALE OR DISTRIBUTION THEREOF“SECURITIES ACT”). SUCH SHARES THE SECURITIES MAY NOT BE SOLD, OFFERED FOR TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, PLEDGED TRANSFER, ASSIGNMENT OR HYPOTHECATED IN HYPOTHECATION IS EXEMPT FROM THE ABSENCE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT TERMS OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS PLACEMENT AGENCY AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE RIGHTS AGENT THEREUNDER COMPANY (THE “RIGHTS AGREEMENT”), THE TERMS COPIES OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF MAY BE OBTAINED FROM THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares (unless Unless and until otherwise permitted by this Section 4, each certificate for the provisions Purchased Shares issued under this Agreement, each certificate for any Purchased Shares issued to any subsequent transferee of Section 4 below) any such certificate, each certificate for any Underlying Common Stock issued upon conversion of any Purchased Share, each certificate for any Underlying Common Stock issued to any subsequent transferee of any such certificate, each certificate for any Other Securities issued in connection with the conversion of any Purchased Share and each certificate for any Other Securities issued to any subsequent transferee of any such certificate in respect thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOACCORDINGLY, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDTRANSFERRED, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION OR QUALIFICATION PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONAPPLICABLE EXEMPTIONS THEREFROM.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “" "THE SHARES TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS THE CONDITIONS SPECIFIED IN THAT CERTAIN PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF MAY __, 2000, BETWEEN NUCO2 INC., A FLORIDA CORPORATION, AND CHASE CAPITAL INVESTMENTS, L.P., A DELAWARE LIMITED PARTNERSHIP, AS SUCH PREFERRED STOCK PURCHASE AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE PREFERRED STOCK PURCHASE AGREEMENT IS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTFILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE AFORESAID CORPORATION. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF SUCH INVESTOR RIGHTS PREFERRED STOCK PURCHASE AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2."

Restrictive Legend. Each certificate representing the Shares evidencing any Restricted Securities and each certificate evidencing any such securities issued to subsequent transferees of any Restricted Securities shall (unless otherwise permitted by the provisions of Section 4 below3.3 or 3.10 hereof) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, ANY STATE SECURITIES LAW. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDPLEDGED, OFFERED FOR SALEHYPOTHECATED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM THEREFROM UNDER SUCH REGISTRATION.” In additionACT OR LAW. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFER OF THESE SECURITIES IS SUBJECT TO RESTRICTIONS ON THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS' AGREEMENT DATED ______________, 1999, AMONG STC TECHNOLOGIES, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTOF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE COMPANY WILL MAIL TO COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF THE RIGHTS AGREEMENTSTC TECHNOLOGIES, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDINC.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (a) the Shares Preferred ------------------ Shares, (b) the Conversion Shares, (c) any Investor New Securities and (d) any other securities issued in respect of the securities referenced in clauses (a), (b), (c) and (d) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATIONAND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.” In addition" "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AGREEMENTS AMONG THE COMPANY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2CERTAIN SHAREHOLDERS OF THE COMPANY AND THE ORIGINAL SHAREHOLDER, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS VOTING AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ORIGINAL SHAREHOLDER, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE RIGHTS PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” " Each Investor Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth established in this Section 21.

Restrictive Legend. Each certificate representing The Holder understands that until such time as this Warrant, the Exercise Shares (unless otherwise permitted and the Redemption Shares have been registered under the Securities Act as contemplated by the provisions of Section 4 below) shall be stamped Registration Rights Agreement or otherwise imprinted with may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Warrant, the Exercise Shares and the Redemption Shares, as applicable, shall bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE, OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR (III) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 OR RULE 144A.” “THE SALE, PLEDGED TRANSFER OR HYPOTHECATED IN ASSIGNMENT OF THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT. AGREEMENT DATED AS OF MAY 15, 2009, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY WILL MAIL TO AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON TO THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.”

Restrictive Legend. Each certificate representing (i) the Shares Series 1 Preferred, (unless otherwise permitted by ii) shares of the provisions Company's Common Stock issued upon conversion of Section 4 belowthe Series 1 Preferred, and (iii) any other securities issued in respect, or in exchange for, or in replacement of, of the Series 1 Preferred or Common Stock issued upon conversion of the Series 1 Preferred upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY STATE. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED TRANSFERRED OR HYPOTHECATED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THEREFROM. COPIES OF THE SHARES REPRESENTED AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCESprovided, AS SET FORTH IN THE RIGHTS AGREEMENTthat no such certificate shall be required to bear the foregoing legend (a) after the security evidenced thereby has been registered and disposed of under the Securities Act, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT(b) after the security evidenced thereby has been sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF or (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents c) to the Company making a notation on its records and giving instructions to any transfer agent extent so provided by the opinion of the Restricted Securities in order to implement the restrictions on transfer set forth in counsel or "No action" letter contemplated by Section 24.

Restrictive Legend. Each certificate representing the any Ordinary Shares (unless otherwise permitted received by the provisions Purchaser after conversion or exercise of Section 4 belowthe Purchased Securities on, and subject to, the terms and conditions set forth in the Convertible Note Instrument or Warrant Instrument (as the case may be) shall be stamped or otherwise imprinted endorsed with a legend in the following form (in addition to any legend required under applicable state securities laws): “legend: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 (AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, THE “SECURITIES ACT”) OR IN CONNECTION WITH, UNDER THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY OTHER JURISDICTIONS. SUCH SHARES THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER UNDER THE SECURITIES ACT OR (2) AN EXEMPTION FROM SUCH REGISTRATION.” In additionOR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2AND (B) UNLESS IN COMPLIANCE WITH THE CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT AMONG THE COMPANY AND GREAT WORLD LUX PTE. LTD, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: DATED , 2018 (THE “PURCHASE AGREEMENT”) AND THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND GREAT WORLD LUX PTE. LTD AND CERTAIN OTHER PARTIES THEREIN, DATED , 2018 (THE “INVESTOR RIGHTS AGREEMENT”). THE COMPANY WILL MAIL ANY ATTEMPT TO THE HOLDER TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS THESE RESTRICTIONS OR ANY OTHER RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL SHALL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (i) the Shares Shares, and ------------------ (ii) shares of the Company's Common Stock issued upon conversion of the Shares, and (iii) any other securities issued in respect of the Shares, or the Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, (THE "ACT") OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT OPINION OF COUNSEL SATISFACTORY TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT 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 CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL OFFICES EXECUTIVE OFFICE OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCESUpon request of a holder of such a certificate, AS SET FORTH IN THE RIGHTS AGREEMENTthe Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTif, AS IN EFFECT ON THE DATE OF MAILINGwith such request, WITHOUT CHARGEthe Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTunless any such transfer legend may be removed pursuant to Rule 144(k), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDERin which case no such opinion or "no-action" letter shall be required, MAY BECOME NULL AND VOID.” Each Investor consents and provided that the Company shall not be obligated to remove any such legends prior to the Company making a notation on its records and giving instructions to any transfer agent date of the Restricted initial public offering of the Company's Common Stock under the Securities in order to implement the restrictions on transfer set forth in Section 2Act.

Restrictive Legend. Each certificate representing (i) the Shares Parent Common Stock and (ii) any other securities issued in respect of the Parent Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowAct) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE "ACT"), OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT OPINION OF COUNSEL SATISFACTORY TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT 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 CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL OFFICES EXECUTIVE OFFICE OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCESUpon request of a holder of such a certificate, AS SET FORTH IN THE RIGHTS AGREEMENTthe Parent shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENTif, AS IN EFFECT ON THE DATE OF MAILINGwith such request, WITHOUT CHARGEthe Parent shall have received either the opinion referred to in Subsection 3.1(i) or the "no-action" letter referred to in Subsection 3.1(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Act and applicable state securities laws, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTunless any such transfer legend may be removed pursuant to Rule 144(k), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDin which case no such opinion or "no-action" letter shall be required.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (i) the Shares Shares, and (ii) any other securities issued in respect of the securities upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 4 5.2.1(c) below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN INVESTOR RIGHTS AGREEMENT. AGREEMENT BETWEEN THE COMPANY WILL MAIL TO AND THE HOLDER OF THIS CERTIFICATE STOCKHOLDER, A COPY OF SUCH INVESTOR RIGHTS AGREEMENTWHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY." In addition to the preceding legends, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion Purchasers who may be deemed to be affiliates of the Series B Preferred Stock Company shall be given certificates representing (i) the Shares, and (ii) any other securities issued in respect of the securities upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, (unless otherwise permitted by the provisions of Section 5.2.1(c) below) which are stamped or otherwise imprinted with a legend in the following form: “"THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES ARE OWNED BY A PERSON OR PERSONS WHO MAY BE CONSIDERED AN AFFILIATE FOR PURPOSES OF RULE 144 UNDER THE HOLDER HEREOF SECURITIES ACT OF 1933 (THE "ACT"). NO TRANSFER OF THESE SHARES OR ANY INTEREST THEREIN MAY BE MADE UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO CERTAIN RIGHTS AS SET FORTH IN IT THAT SHARES MAY BE SOLD PURSUANT TO RULE 144 OR ANOTHER AVAILABLE EXEMPTION UNDER THE RIGHTS AGREEMENT BETWEEN THE COMPANY ACT AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE RULES AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDREGULATIONS THEREUNDER.” Each Investor consents " The Purchasers consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares in order to implement the restrictions on transfer set forth established in this Section 25.2.1(b). Purchaser acknowledges that the Company shall remove the preceding legends from each individual Share at such time as that individual Share has been registered pursuant to Section 7 hereof, but that any Shares not registered pursuant to Section 7 or any Shares which are sold by Purchasers pursuant to a private placement exemption shall continue to bear such legends until the Company's counsel has determined that such legends are no longer required for compliance with the Securities laws.

Restrictive Legend. Each certificate representing (i) the ------------------ Preferred Shares, (ii) the Class B Common Stock, (iii) the Conversion Shares and (iv) any other securities issued in respect of the securities referenced in clauses (i), (ii) and (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) shall be stamped or otherwise imprinted with a legend legends in the following form (in addition to any legend required under applicable state securities laws) (other than the Series D-1 Purchasers, whose certificates of Series D-1 Preferred Stock, Series D Preferred Stock, Class B Common Stock and Common Stock shall bear the legend set forth in the Series D-1 Purchase Agreements): “"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATIONAND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “" "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)STOCKHOLDER, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” " Each Investor Preferred Holder and Class B Common Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth established in Section 2this Agreement.

Restrictive Legend. Each certificate representing the Shares Securities or any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 belowthe Purchase Agreement) shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, AMENDED (THE "SECURITIES ACT") OR IN CONNECTION WITH, UNDER THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY STATE. SUCH SHARES THE SECURITIES MAY NOT BE SOLD, OFFERED FOR TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SUCH SALE, PLEDGED TRANSFER, ASSIGNMENT OR HYPOTHECATED IN HYPOTHECATION IS EXEMPT FROM THE ABSENCE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT TERMS OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS UNIT PURCHASE AGREEMENT BETWEEN THE COMPANY ORIGINAL PURCHASER AND THE RIGHTS AGENT THEREUNDER COMPANY (THE “RIGHTS AGREEMENT”), THE TERMS COPIES OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF MAY BE OBTAINED FROM THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing (i) the Shares Shares, and (ii) any other securities issued in respect of the securities upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 4 5.2.1(c) below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." 10 "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN INVESTOR RIGHTS AGREEMENT. AGREEMENT BETWEEN THE COMPANY WILL MAIL TO AND THE HOLDER OF THIS CERTIFICATE STOCKHOLDER, A COPY OF SUCH INVESTOR RIGHTS AGREEMENTWHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY." In addition to the preceding legends, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion Purchasers who may be deemed to be affiliates of the Series B Preferred Stock Company shall be given certificates representing (i) the Shares, and (ii) any other securities issued in respect of the securities upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, (unless otherwise permitted by the provisions of Section 5.2.1(c) below) which are stamped or otherwise imprinted with a legend in the following form: “"THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES ARE OWNED BY A PERSON OR PERSONS WHO MAY BE CONSIDERED AN AFFILIATE FOR PURPOSES OF RULE 144 UNDER THE HOLDER HEREOF SECURITIES ACT OF 1933 (THE "ACT"). NO TRANSFER OF THESE SHARES OR ANY INTEREST THEREIN MAY BE MADE UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO CERTAIN RIGHTS AS SET FORTH IN IT THAT SHARES MAY BE SOLD PURSUANT TO RULE 144 OR ANOTHER AVAILABLE EXEMPTION UNDER THE RIGHTS AGREEMENT BETWEEN THE COMPANY ACT AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE RULES AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDREGULATIONS THEREUNDER.” Each Investor consents " The Purchasers consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares in order to implement the restrictions on transfer set forth established in this Section 25.2.1(b). Purchaser acknowledges that the Company shall remove the preceding legends from each individual Share at such time as that individual Share has been registered pursuant to Section 7 hereof, but that any Shares not registered pursuant to Section 7 or any Shares which are sold by Purchasers pursuant to a private placement exemption shall continue to bear such legends until the Company's counsel has determined that such legends are no longer required for compliance with the Securities laws.

Restrictive Legend. Each certificate representing the Shares Preferred Stock, ------------------ the Conversion Stock or any other securities issued in respect of such stock upon any stock split, stock dividend, recapitalization, merger, or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend legends required under by agreement or by applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN EFFECTIVE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. A LOCKUP PERIOD OF 180-DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY WILL MAIL TO FILED UNDER THE HOLDER SECURITIES ACT OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT1933, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESAMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES ISSUER AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE ORIGINAL HOLDER OF THIS CERTIFICATE THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE RIGHTS AGREEMENT, AS IN EFFECT PRINCIPAL OFFICE OF THE ISSUER. SUCH LOCKUP PERIOD IS BINDING ON THE DATE TRANSFEREES OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFORTHESE SHARES. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer set forth established in Section 2this Agreement.

Restrictive Legend. Each certificate representing Holder understands that until such time as the resale of the Common Shares (unless otherwise permitted has been registered under the Securities Act as contemplated by the provisions Registration Rights Agreement or the Common Shares otherwise may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of Section 4 below) shall securities as of a particular date that can then be stamped or otherwise imprinted with immediately sold, the Common Shares may bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE “SECURITIES ACT”), OR IN CONNECTION WITH, ANY STATE SECURITIES LAW. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED TRANSFERRED OR HYPOTHECATED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH REGISTRATIONAS A SO-CALLED “4[(a)](1) AND A HALF SALE.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “NOTWITHSTANDING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)FOREGOING, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDSECURITIES.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.”

Restrictive Legend. Each certificate representing (i) the Shares Preferred Stock, (ii) the Conversion Stock, (iii) the Investor Common Stock, (iv) the Founders Stock, and (v) any other securities issued in respect of the Preferred Stock, the Investor Common Stock, the Founders Stock, or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANS- FERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. UNLESS THE COMPANY WILL MAIL RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID 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 CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor Stockholder and/or Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Common Stock in order to implement the restrictions on transfer set forth established in Section 2this Agreement.

Restrictive Legend. Each certificate The certificates from time to time evidencing the Investor Shares may, at the Company's sole option, bear a legend that provides that the Investor Shares have not been registered under the Securities Act or any applicable Blue Sky Laws and that the Investor Shares may not be transferred unless the Company is first delivered a legal opinion, satisfactory to the Company in its sole discretion, to the effect that such transfer may be made without compliance with the registration and prospectus delivery requirements of the Securities Act and applicable Blue Sky Laws. Such legal opinion shall be given by counsel satisfactory to the Company in its sole discretion, at the Investor's expense. Under the terms of the Securityholders' Agreement, the certificates representing the Shares (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in are required to bear the following form (in addition to any legend required under applicable state securities laws): “legend: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS (INCLUDING THE RESTRICTIONS ON TRANSFER TRANSFER) SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THAT CERTAIN SECURITYHOLDERS' AGREEMENT DATED AS OF DECEMBER 31, 1996 AMONG DOMAIN ENERGY CORPORATION (THE COMPANY WILL MAIL TO "COMPANY"), FIRST RESERVE FUND VII, LIMITED PARTNERSHIP AND THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENTINDIVIDUALS AND TRUSTS SIGNATORY THERETO, AS IN EFFECT ON SUCH AGREEMENT MAY BE AMENDED (AS AMENDED, IF AMENDED, THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS "SECURITYHOLDERS' AGREEMENT”"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO CERTIFICATE MAY NOT (AND THE HOLDER OF THIS CERTIFICATE A COPY CERTIFICATE, BY ACCEPTANCE OF THE RIGHTS AGREEMENTTHIS CERTIFICATE, AS IN EFFECT ON THE DATE OF MAILINGAGREES THAT SUCH SECURITIES MAY NOT AND WILL NOT) BE TRANSFERRED, WITHOUT CHARGESOLD, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENTASSIGNED, RIGHTS ISSUED TOPLEDGED, HYPOTHECATED OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.OTHERWISE

Restrictive Legend. Each certificate representing (i) the Shares, (ii) ------------------ the Conversion Shares, (iii) the Preferred Warrants, and (iv) any other securities issued in respect of the Shares and Conversion Shares upon conversion of the Preferred Stock, or exercise of the Preferred Warrants, or upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION, AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER EXEMPTION THEREFROM UNDER SAID ACT OR AN EXEMPTION FROM OPINION OF COUNSEL FOR THE INVESTOR THAT SHALL BE ACCEPTABLE IN FORM AND SUBSTANCE TO THE COMPANY'S COUNSEL AND TO THE EFFECT THAT SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. COPIES OF THE SHARES REPRESENTED AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDCORPORATION.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the The Shares (unless otherwise permitted by the provisions of Section 4 below) deposited in each Purchaser’s direct registration account shall be stamped or otherwise imprinted with a legend accompanied by such tags and other notifications substantially in the form of the following form legends (in addition to any legend legends required under applicable state securities laws), and any stock certificates issued to a Purchaser representing Shares shall also bear substantially the following legends (in addition to any legends required under applicable securities laws): “THE SHARES REPRESENTED [BY THIS CERTIFICATE CERTIFICATE]/[HEREBY] HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, . THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THEREFROM. ADDITIONALLY THE TRANSFER OF THE SHARES REPRESENTED [BY THIS CERTIFICATE ARE CERTIFICATE]/[HEREBY] IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH SPECIFIED IN THE RIGHTS SECURITIES PURCHASE AGREEMENT DATED MARCH 5, 2008 BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”)ORIGINAL PURCHASERS, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF [THIS CERTIFICATE]/[THE SHARES REPRESENTED IN THIS ACCOUNT] WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN THE AGREEMENT, INCLUDING SECTIONS 8.1 AND 8.3 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY REFERENCE AND A COPY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF WHICH IS ON FILE AT [THIS CERTIFICATE]/[THE SHARES REPRESENTED IN THIS ACCOUNT] TO THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDThe legends contained in this Section 8.2 may be removed from a Purchaser’s direct registration account and/or a certificate in accordance with Section 8.3.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares (unless Unless otherwise permitted determined by the provisions Board, shares of Section 4 below) the Series A Preferred Stock shall be stamped or otherwise imprinted with issued in book-entry form and shall not be certificated. All book entries representing shares of Series A Preferred Stock shall bear a legend substantially in the following form (or in addition to any legend required under applicable state securities lawssuch other form as the Board may determine): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE BOOK ENTRY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE REOFFERED, SOLD, OFFERED FOR SALEASSIGNED, PLEDGED TRANSFERRED, PLEDGED, ENCUMBERED OR HYPOTHECATED OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE BOOK ENTRY ARE ALSO SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER TRANSFER) SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. (1) THE COMPANY WILL MAIL TO THE HOLDER SECOND AMENDED AND RESTATED ARTICLES OF THIS CERTIFICATE A COPY INCORPORATION OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER PENN VIRGINIA CORPORATION (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCESCORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY SHAREHOLDER MAKING A REQUEST THEREFOR), (2) THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PV ENERGY HOLDINGS, L.P., DATED AS SET FORTH IN OF [●], AND (3) THE INVESTOR AND REGISTRATION RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED DATED AS OF [●], BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. AMONG THE COMPANY WILL MAIL TO CORPORATION AND THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDOTHER PARTIES THERETO.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each stock certificate representing (i) the Shares Securities, or (unless otherwise permitted by ii) any other securities issued in respect of the provisions of Section 4 below) Securities upon any stock split, stock dividend, merger, consolidation, recapitalization, or similar event (collectively the "Restricted Securities"), shall be stamped or otherwise imprinted with a legend legends in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALEPLEDGED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT THEREUNDER UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES OR (II) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHEREFROM IS AVAILABLE. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS AMENDED AND RESTATED CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. OF INCORPORATION OF THE COMPANY WILL MAIL TO CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS IMPOSING A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor and holder of any Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth described in Section 2this Section.

Restrictive Legend. Each certificate The certificates from time to time evidencing the Investor Shares may, at the Company's sole option, bear a legend that provides that the Investor Shares have not been registered under the Securities Act or any applicable Blue Sky Laws and that the Investor Shares may not be transferred unless the Company is first delivered a legal opinion, satisfactory to the Company in its sole discretion, to the effect that such transfer may be made without compliance with the registration and prospectus delivery requirements of the Securities Act and applicable Blue Sky Laws. Such legal opinion shall be given by counsel satisfactory to the Company in its sole discretion, at the Investor's expense. Under the terms of the Securityholders' Agreement, the certificates representing the Shares (unless otherwise permitted by the provisions of Section 4 below) shall be stamped or otherwise imprinted with a legend in are required to bear the following form (in addition to any legend required under applicable state securities laws): “legend: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS (INCLUDING THE RESTRICTIONS ON TRANSFER TRANSFER) SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THAT CERTAIN SECURITYHOLDERS' AGREEMENT DATED AS OF DECEMBER 31, 1996 AMONG DOMAIN ENERGY CORPORATION (THE COMPANY WILL MAIL TO "COMPANY"), FIRST RESERVE FUND VII, LIMITED PARTNERSHIP AND THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENTINDIVIDUALS AND TRUSTS SIGNATORY THERETO, AS IN EFFECT ON SUCH AGREEMENT MAY BE AMENDED (AS AMENDED, IF AMENDED, THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS "SECURITYHOLDERS' AGREEMENT”"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO CERTIFICATE MAY NOT (AND THE HOLDER OF THIS CERTIFICATE A COPY CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES THAT SUCH SECURITIES MAY NOT AND WILL NOT) BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (1) EXCEPT IN COMPLIANCE WITH THE RIGHTS SECURITYHOLDERS' AGREEMENT AND (2) EXCEPT AS OTHERWISE PROVIDED IN THE SECURITYHOLDERS' AGREEMENT, AS IN EFFECT ON UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TOSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR HELD BYAN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. ADDITIONALLY, IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY PERSON WHO ISCOUNTRY OTHER THAN THE UNITED STATES, WAS OR BECOMES AN ACQUIRING PERSON THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY MUST BE FURNISHED WITH A SATISFACTORY OPINION OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TERMS ARE DEFINED IN TRANSACTION WILL NOT VIOLATE THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF LAWS OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDCOUNTRY.” Each " The Investor consents to the Company making a notation on its records has read and giving instructions to any transfer agent of the Restricted Securities in order to implement understands the restrictions on transfer set forth in Section 2such legend and in the Securityholders' Agreement and agrees to comply with all such restrictions.

Restrictive Legend. Each certificate representing (a) the Shares Series D Preferred Stock, (b) any Common Stock of the Shareholder issued pursuant to the conversion of the Series D Preferred Stock, (c) any securities acquired by the Shareholder pursuant to its exercise of its right of first refusal under Section 2.1 hereof and (d) any other securities issued in respect of the Series D Preferred Stock, the Conversion Stock or the Series A Common Stock of the Shareholder upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) shall be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required by the Company under Section 3.1 of this Agreement and any other legends that the Company determines are necessary or appropriate under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER AS TO THE SECURITIES UNDER SAID ACT OR AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENTS TO WHICH THE CORPORATION IS A PARTY COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor The Shareholder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Series A Common Stock, Series D Preferred Stock or the Conversion Stock of the Shareholder in order to implement the restrictions on transfer set forth established in this Section 21.

Restrictive Legend. Each Pursuant to Section 7.1 hereof, each certificate representing the Laser Shares (unless otherwise permitted received by the provisions of Section 4 below) Parent Holdings shall be stamped or otherwise imprinted with a legend in the following form legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND XXXXXXX (in addition to any legend required under applicable state securities laws): “PARENT) HOLDINGS INC. AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF OR TRANSFERRED (OTHER THAN, IN ANY SUCH CASE, IN CONNECTION WITH A PLEDGE TO SECURE BONA FIDE INDEBTEDNESS OR OTHER OBLIGATIONS) ("TRANSFERRED") EXCEPT AS PERMITTED BY THE SHARES TERMS THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAMENDED (THE "ACT"), OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY STATE. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. MAY NOT BE TRANSFERRED, AND THE COMPANY WILL MAIL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) PURSUANT TO RULE 144 UNDER THE ACT, OR (C) UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE HOLDER OF THIS CERTIFICATE A COPY OF COMPANY, THAT SUCH INVESTOR RIGHTS AGREEMENTTRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. Upon request of Parent Holdings, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate Laser shall cause to be issued certificates representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents such Laser Shares as to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement which the restrictions on transfer set forth in Section 2.herein are no longer applicable without such legend. ARTICLE VIII

Restrictive Legend. Each certificate representing (i) the Shares Common Stock held by the Common Holders, (ii) the Investor Stock, (iii) the Common Stock issued upon conversion of the Investor Stock, and (iv) any other securities issued in respect of the Investor Stock or Common Stock issued upon conversion of the Investor Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 1.2 below) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): ). “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES AND MAY NOT BE SOLD, OFFERED FOR SALEMORTGAGED, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.” In additionTHE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2AS AMENDED, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO STOCK PURCHASE AGREEMENT AND INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDCORPORATION.” Each Investor Holder (as defined in Section 2.1 below), and Common Holder consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Investor Stock or the Common Stock in order to implement the restrictions on transfer set forth established in this Section 21. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act of 1933, as amended (the “1933 Act”), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder or Common Holder a written representation that (i) such Holder or Common Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder or Common Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder or Common Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder or Common Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. Each certificate representing the Shares evidencing any Restricted Securities and each certificate evidencing any such securities issued to subsequent transferees of any Restricted Securities shall (unless otherwise permitted by the provisions of Section 4 below4.3 or 4.10 hereof) shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, ANY STATE SECURITIES LAW. THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDPLEDGED, OFFERED FOR SALEHYPOTHECATED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM THEREFROM UNDER SUCH REGISTRATION.” In additionACT OR LAW. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFER OF THESE SECURITIES IS SUBJECT TO RESTRICTIONS ON THE CONDITIONS SPECIFIED IN THE FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED DECEMBER 30, 2005 AMONG ACTIVBIOTICS, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AS AMENDED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTOF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE COMPANY WILL MAIL TO COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER RECORD OF THIS CERTIFICATE A COPY TO THE SECRETARY OF THE RIGHTS AGREEMENTACTIVBIOTICS, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOIDINC.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing for the PhotoMedex Shares (unless otherwise permitted ------------------ or PhotoMedex Warrant Shares, and any shares of capital stock received in respect thereof, whether by the provisions reason of Section 4 below) a stock split or share reclassification thereof, a stock dividend thereon or otherwise, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1933 OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFSECURITIES LAWS OF ANY STATE. SUCH THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS PHOTOMEDEX, INC. (THE "COMPANY") RECEIVES AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY AND ITS COUNSEL STATING THAT SUCH SALE OR TRANSFER MAY BE EFFECTED PURSUANT TO AN EXEMPTION UNDER SUCH ACT FROM SUCH REGISTRATION.” In additionTHE REGISTRATION REQUIREMENTS OF THE ACT AND PURSUANT TO APPLICABLE STATE SECURITIES LAWS. ADDITIONALLY, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE TRANSFER OF THESE SHARES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH THE CONDITIONS SPECIFIED IN AN INVESTOR RIGHTS AGREEMENT. SECTION 3 OF THE COMPANY WILL MAIL TO THE HOLDER INVESTMENT AGREEMENT DATED AS OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENTMARCH 30, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT 2006 BETWEEN THE COMPANY AND AZURTEC, INC. AND NO TRANSFER OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RIGHTS AGENT THEREUNDER (HOLDER OF RECORD OF THIS CERTIFICATE TO THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES SECRETARY OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2.

Restrictive Legend. Each certificate representing the Shares (unless Unless and until otherwise permitted by this SECTION 4, each certificate 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 issued upon exercise of any Warrant, each 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 provisions exercise of Section 4 below) any Warrant and each certificate for any Other Securities issued to any subsequent transferee of any such certificate in respect thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “form: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOACCORDINGLY, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLDTRANSFERRED, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION OR QUALIFICATION PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONAPPLICABLE EXEMPTIONS THEREFROM.” In addition, for so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “" "THE SHARES TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS THE CONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF OCTOBER 31, 1997, BETWEEN NUCO2 INC., A FLORIDA CORPORATION, WARRANT AGREEMENT AND CERTAIN INITIAL HOLDERS, AS SUCH WARRANT AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE FORM OF SUCH WARRANT AGREEMENT IS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENTFILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE AFORESAID CORPORATION. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF SUCH INVESTOR RIGHTS WARRANT AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in Section 2."