Common use of Purchaser's Investment Representations Clause in Contracts

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Restricted Securities purchased hereunder for his or its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Purchaser and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Section 3 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend substantially in the following form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT DATED AS OF APRIL 10, 2002, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents (i) that he or it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein will shall prevent the such Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 SECTION 4 hereof. Each certificate for Restricted Securities will shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002, [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 10SEPTEMBER __, 2002, BETWEEN 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above."

Purchaser's Investment Representations. Each The Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Restricted Securities purchased hereunder for his or its own account with the present intention of holding such securities for investment purposes and that it he has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Purchaser and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Section 3 2 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend substantially in the following form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 1019, 20022000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN (A) THE UNIT MANAGEMENT STOCK PURCHASE AGREEMENT DATED AS OF APRIL 1019, 20022000, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF AND (B) THE STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 10, 1999, BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Voting Common Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Voting Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Voting Common Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby -------------------------------------- represents that he or (i) it is an "accredited investor" as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (other than SCI), (ii) it is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Units, (iii) it has had an opportunity to ask questions and receive answers concerning the terms and conditions of its purchase of the Preferred Units issued hereunder and has had full access to such other information concerning the Company (including, without limitation, the Prospectus and copies of the agreements referred to herein) as it has requested, (iv) it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that (v) it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will shall -------- prevent the any Purchaser and the or any subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 8 hereof. Each certificate for or instrument representing Restricted Securities will shall be conspicuously imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on __________________, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the following form Second Amended and Restated Equity Purchase Agreement dated as of November 23, 1999, as amended and modified from time to time, between the issuer (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT DATED AS OF APRIL 10, 2002, BETWEEN THE ISSUER (THE "COMPANYCompany") AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERand the initial holder of these securities. UPON WRITTEN REQUEST, The Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares copy of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease such conditions shall be furnished by the Company to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, hereof upon written request and without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth abovecharge."

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Restricted Securities purchased hereunder for his or its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Purchaser and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Section 3 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend substantially in the following form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL DECEMBER 10, 20021999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT JUNIOR PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF APRIL DECEMBER 10, 20021999, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser individuallyPurchaser, severally and not jointly or severallyjointly, hereby represents (i) that he or it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby to which such Purchaser is a party constitutes (or will constitute) the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein will shall prevent the such Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 4 hereof. Each certificate for Restricted Securities will shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): "form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002, [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 10JULY 1, 2002, BETWEEN 2002 BY AND AMONG THE ISSUER (THE "“COMPANY"”) AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.”

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby -------------------------------------- represents that he or it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the any Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): ---------------------- "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10JUNE 28, 2002, 1995 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE --- CONDITIONS SPECIFIED IN THE UNIT STOCK PURCHASE AGREEMENT AGREE-MENT, DATED AS OF APRIL 10JUNE 28, 2002, 1995 BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, AND THE ------- COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, the Restricted Securities cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing repre senting such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicableSecurities, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, Securities of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each As a material inducement to the Company to enter into this Agreement and sell the New Purchase Shares under this Agreement, each Purchaser individually, and not jointly or severally, hereby represents that he or that: (i) it is acquiring the Restricted Securities New Purchase Shares being purchased hereunder for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will shall prevent the such Purchaser and the subsequent holders of such securities the New Purchase Shares from transferring such securities in compliance with the provisions of Section 3 hereofthe Shareholders Agreement; (ii) such Purchaser is (x) an “accredited investor” as defined in Rule 501 (a) under the Securities Act of 1933, as amended (the “Securities Act”) and (y) has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of such Purchaser’s investments in the New Purchase Shares and is able to bear the economic risk of such investment for an indefinite period of time; (iii) such Purchaser understands that the New Purchase Shares to be purchased by it hereunder have not been registered under the Securities Act on the basis that the Transactions are exempt from the registration provisions thereof and that the Company’s reliance on such exemption is predicated in part upon the representations of the Purchaser set forth herein. Each certificate for Restricted Securities will or instrument representing New Purchase Shares shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): "form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 20021999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE SHAREHOLDERS AGREEMENT DATED AS OF APRIL 10, 20021999, AND AS AMENDED AND MODIFIED FROM TIME TO TIME, BETWEEN THE ISSUER (THE "“COMPANY"”) AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.”

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents (i) that he or it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms and (iv) that the execution, delivery and performance of this Agreement and such other agreements by the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein will shall prevent the any Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 SECTION 4 hereof. Each certificate for Restricted Securities will shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10FEBRUARY 14, 2002, 2002 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 10FEBRUARY 14, 2002, BETWEEN 2002 BY AND AMONG THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above."

Purchaser's Investment Representations. Each The Purchaser individually, and not jointly or severally, hereby represents that he or it such Purchaser is acquiring the Restricted Securities purchased hereunder for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will shall prevent the such Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 hereof4 hereof and any agreements to which such Persons may be parties. Each certificate for Restricted Securities will shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10SEPTEMBER 7, 20022001, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT STOCK PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 10SEPTEMBER 7, 20022001, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFA CERTAIN INVESTOR, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." Whenever any shares If the holder of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be the Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender delivers to the Company an opinion of qualified securities counsel reasonably acceptable to the certificate representing Company that no subsequent transfer of such shares of Series B Junior Preferred Stock or Senior Common StockRestricted Securities shall require registration under the Securities Act, as applicablehowever, a the Company shall promptly upon such contemplated transfer deliver new certificate representing certificates for such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but Restricted Securities which do not bearing a bear the Securities Act legend of the character set forth above.in this Section 7.C.

Purchaser's Investment Representations. Each Purchaser individuallyseverally represents and warrants to and for the benefit of the Company, and not jointly or severallyeach Purchaser acknowledging that the Company will rely hereon in assessing compliance with legal matters, hereby represents that he or it is acquiring the Restricted Securities Preferred Stock purchased hereunder for his or investment for its own account with the present intention of holding such securities Preferred Stock for purposes of investment purposes and that it is an 'accredited investor" as that term is defined in Rule 501 under the Securities Act and that it has no intention of selling such securities the Preferred Stock in a public distribution in violation of federal or applicable state securities laws; provided provided, that nothing contained herein will shall prevent the Purchaser Purchasers and the subsequent holders of such securities Preferred Stock from transferring such securities Preferred Stock in compliance with the provisions of Section 3 hereofShareholders Agreement. Each certificate for Restricted Securities Preferred Stock will be conspicuously imprinted with a legend substantially in bear legends to the following form (the "Securities Act Legend"): effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002, HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "ACT")SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURI11ES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE TRANSFER OF SUCH SECURITIES IS REPRESENTED BY THIS CERTIFICATE AND THE SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION AND A VOTING THEREOF ARE SUBJECT TO THE CONDITIONS SPECIFIED CERTAIN RESTRICTIONS AND AGREEMENTS CONTAINED IN THE UNIT PURCHASE A SHAREHOLDERS AGREEMENT DATED AS OF APRIL 10OCTOBER 20, 2002, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF, AND 1994 AMONG THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERAND CERTAIN SHAREHOLDERS. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS THE SHAREHOLDERS AGREEMENT AND ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF OF THIS CERTIFICATE WITHOUT CHARGECHARGE UPON WRITFEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above."

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, that it is an "accredited investor" in accordance with Regulation D of the Securities Act, that it has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Series D Preferred and the Warrant hereunder and has had access to such other information concerning the Company as it has requested; provided that no action taken (or failed to be taken) in connection with this Agreement, including any investigation by or on behalf of Purchaser (or any failure to undertake such investigation), shall be deemed to constitute a waiver of compliance by the Company with any representation, warranty, covenant or agreement contained herein; provided further, that nothing contained herein will shall prevent the any Purchaser and the or subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 4 hereof. Each certificate for or instrument representing Restricted Securities will shall be conspicuously imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on August 24, 1994, and have not been registered under the Securities Act of 1933, as amended, and may not be transferred or sold except pursuant to an effective registration under the Securities Act of 1933, as amended, and applicable state securities laws or an available exemption from such registration. The transfer of the securities represented by this certificate is subject to the conditions and restrictions specified in the following form Purchase Agreement, dated as of August 24, 1994 between the issuer (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT DATED AS OF APRIL 10, 2002, BETWEEN THE ISSUER (THE "COMPANYCompany") AND THE ORIGINAL PURCHASER HEREOFand certain investors, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERand the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares copy of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease such conditions shall be furnished by the Company to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, hereof upon written request and without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth abovecharge."

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents (i) that he or it is acquiring the Restricted Securities Co-Invest Units purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided , (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each of them, enforceable in accordance with its terms and (iv) that the execution, delivery and performance of this Agreement and such other agreements by them does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which it is subject. Notwithstanding the foregoing, nothing contained herein will shall prevent the Purchaser and the subsequent holders of such securities Co-Invest Units from transferring such securities in compliance with the provisions of Section 3 SECTION 4 hereof. Each certificate for Restricted Securities will Co-Invest Units shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10FEBRUARY 14, 2002, 2002 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 10FEBRUARY 14, 2002, BETWEEN 2002 BY AND AMONG THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above."

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents that he or it such Purchaser is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will shall prevent the such Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 4 hereof. Each certificate for Restricted Securities will shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10___________ __, 20021999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT STOCK PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 10NOVEMBER 11, 20021999, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." Whenever any shares If the holder of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be the Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender delivers to the Company an opinion of qualified securities counsel reasonably acceptable to the certificate representing Company that no subsequent transfer of such shares of Series B Junior Preferred Stock or Senior Common StockRestricted Securities shall require registration under the Securities Act, as applicablehowever, a the Company shall promptly upon such contemplated transfer deliver new certificate representing certificates for such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but Restricted Securities which do not bearing a bear the Securities Act legend of the character set forth above.in this Section 7C.

Purchaser's Investment Representations. Each (i) Such Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Preferred Stock and the Class A Common Stock or other securities issuable upon conversion of the Preferred Stock (collectively, the “Restricted Securities Securities”) purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will shall prevent the any Purchaser and the or any subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 hereofStockholders’ Agreement. Each certificate for or instrument representing Restricted Securities will shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): "form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002, AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE "ACT")ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND APPLICABLE STATE LAWS. IN ADDITION, SUCH SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT, DATED AS OF FEBRUARY 4, 2000, AMONG PAETEC CORP. AND CERTAIN STOCKHOLDERS OF PAETEC CORP. THE SALE, TRANSFER OR OTHER DISPOSITION OF SUCH THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN TERMS OF SUCH STOCKHOLDERS’ AGREEMENT AND SUCH SECURITIES WILL BE TRANSFERRED ONLY UPON PROOF OF COMPLIANCE THEREWITH. THE UNIT PURCHASE AGREEMENT DATED AS CORPORATION WILL FURNISH EACH STOCKHOLDER WHO SO REQUESTS, WITHOUT CHARGE, WITH A FULL STATEMENT OF APRIL 10THE POWERS, 2002DESIGNATIONS, BETWEEN PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFSECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUESTQUALIFICATIONS, A COPY LIMITATIONS OR RESTRICTIONS OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGEPREFERENCES AND/OR RIGHTS." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.”

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Restricted Securities purchased by such Purchaser hereunder for his or its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Purchaser Purchasers and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Section 3 4 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend substantially in the following form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10MAY 24, 20022000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT STOCK PURCHASE AGREEMENT DATED AS OF APRIL 10MAY 24, 20022000, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Common Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Common Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Restricted Securities purchased or otherwise acquired by such Purchaser hereunder for his or its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Purchaser Purchasers and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Section 3 5 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend substantially in the following form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10NOVEMBER 30, 20022000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT STOCK PURCHASE AGREEMENT DATED AS OF APRIL 10NOVEMBER 30, 20022000, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Common Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Common Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Restricted Securities purchased by such Purchaser hereunder for his or its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Purchaser Purchasers and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Section 3 SECTION 4 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend substantially in the following form (the "Securities Act LegendSECURITIES ACT LEGEND"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10OCTOBER 14, 20021999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT STOCK PURCHASE AGREEMENT DATED AS OF APRIL 10OCTOBER 14, 20021999, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Common Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Common Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each The Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 hereofhereof and in compliance with the provisions of the Stockholders Agreement. Each certificate for such Restricted Securities will be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002_______________, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED SET FORTH AND OTHERWISE REFERENCED IN THE UNIT STOCK PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 10JANUARY 6, 20021997, BETWEEN BY AND AMONG THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, Shares cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicableShares, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, Shares of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby -------------------------------------- severally represents that he or it is acquiring the Restricted Securities purchased by him hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes and that it he has no present intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the any Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 4 hereof. Each certificate for --------- Restricted Securities initially will be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): --------------------- "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10June 13, 2002, 2000 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT --- TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT SUBSCRIPTION AGREEMENT, DATED AS OF APRIL 10JUNE 13, 2002, 2000 BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, ------- AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securitiesAs provided in Section4B, the holder thereof of Restricted Securities will be entitled --------- to receive from the Company, without expenseexpense to such holder, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicablesecurities, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, securities of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each The Purchaser individually, and not jointly or severally, hereby represents that he or it is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act), it is acquiring the Restricted Securities Note and Warrant purchased hereunder for his or its own account with the present intention of holding such securities the Note for investment purposes of investment, and that it has no intention of selling such securities the Note or Warrant in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will shall prevent the Purchaser and the subsequent holders of such securities the Note or Warrant from transferring such securities in compliance with the provisions of Section 3 7.7 hereof. Each certificate for Restricted Securities will Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be conspicuously imprinted with a legend substantially capable of evaluating the merits and risks of the prospective investment in the following form (Note and Warrant, and has so evaluated the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Note and Warrant and, 2002at the present time, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933is able to afford a complete loss of such investment. Purchaser is not purchasing the Note and Warrant as a result of any advertisement, AS AMENDED (THE "ACT")article, notice or other communication regarding the Note and Warrant published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT DATED AS OF APRIL 10Purchaser has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, 2002commissions, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFfinders’ structuring fees, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERfinancial advisory fees or other similar fees in connection with the Transaction Documents. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares Purchaser hereby agrees and acknowledges that Purchaser has had an opportunity to meet with representatives of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease the Company and to be Restricted Securities ask questions and are not otherwise restricted securities, the holder thereof will be entitled receive answers to receive from Purchaser’s satisfaction regarding the Company, without expense, upon surrender ’s proposed business and the Company’s financial condition in order to assist Purchaser in evaluating the merits and risks of purchasing the Note and Warrant. All material documents and information pertaining to the Company and the purchase of Note and Warrant hereunder that have been requested by Purchaser have been made available to Purchaser. Purchaser hereby agrees and acknowledges that it has been informed of the certificate representing following: (i) there are factors relating to the subsequent transfer of any Note and Warrant acquired hereunder that could make the resale of such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend Note and Warrant difficult; and (ii) there is no guarantee that Purchaser will realize any gain from the purchase of the character set forth aboveNote and Warrant. The purchase of the Note and Warrant involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect the Company’s business, operating results and financial condition. In such an event, the trading price for the Common Stock could decline substantially and Purchaser could lose all or part of its investment. Purchaser has full right, power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of Purchaser. Each Transaction Document to which it is a party has been duly executed by Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Purchaser's Investment Representations. Each Purchaser individuallyBy its acquisition -------------------------------------- thereof, and not jointly or severally, each holder of Restricted Securities hereby represents that he or it is acquiring (i) the Restricted Securities purchased hereunder to be acquired by such holder pursuant to this Agreement will be acquired for his or its such holder's own account and not with the present a view to, or intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public of, distribution thereof in violation of federal the Securities Act, or any applicable state securities laws, and the Restricted Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws; provided that (ii) such holder is an "accredited investor" and a sophisticated investor for purposes of applicable foreign and U.S. federal and state securities laws and regulations and is able to evaluate the risks and benefits of the investment in the Restricted Securities; (iii) such holder is able to bear the economic risk of his investment in the Restricted Securities for an indefinite period of time because the Restricted Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such holder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Restricted Securities and has had full access to such other information concerning the Company as it has requested; and (v) this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of such holder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement and such other agreements by such holder does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such holder is a party or any judgment, order or decree to which such holder is subject. Notwithstanding the foregoing, nothing contained herein will shall prevent the Purchaser such holder and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 4 hereof. Each certificate for Restricted Securities will shall be conspicuously imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on April 23, 1997, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the following form Purchase Agreement, dated as of April 23, 1997, between the issuer (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT DATED AS OF APRIL 10, 2002, BETWEEN THE ISSUER (THE "COMPANYCompany") AND THE ORIGINAL PURCHASER HEREOFand a certain investor, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERand the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares copy of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease such conditions shall be furnished by the Company to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, hereof upon written request and without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth abovecharge."

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents and warrants to the Company that he or it such Purchaser is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will shall prevent the any Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 hereofthe Stockholders' Agreement and the Registration Agreement. Each Purchaser hereby represents and warrants to the Company that the execution, delivery, and performance of this Agreement, the Registration Agreement, the Stockholders' Agreement and all other agreements contemplated hereby in connection with the Initial Closing and the Second Closing to which such Purchaser or any of its Affiliates will enter into on the Initial Closing Date and, if applicable, the Second Closing Date have been duly authorized by such Purchaser or such Purchaser's Affiliate. This Agreement, the Registration Agreement, the Stockholders' Agreement and all other agreements contemplated hereby in connection with the Initial Closing that each Purchaser will enter into on the Initial Closing Date each constitutes a valid and binding obligation of such Person, enforceable in accordance with its terms. With respect to the Second Closing, USXX represents and warrants that, when entered into as of the Second Closing Date, the Registration Agreement and Stockholders' Agreement will each constitute a valid and binding obligation of USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder, each enforceable in accordance with its terms. All other agreements contemplated hereby in connection with the Second Closing that USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder will enter into on the Second Closing Date will each constitute a valid and binding obligation of USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder, each enforceable in accordance with its terms. The execution and delivery by each Purchaser of this Agreement, the Registration Agreement, Stockholders' Agreement and all other agreements contemplated hereby in connection with the Initial Closing which each Purchaser is entering into on the Initial Closing Date, the purchase of the Preferred Stock hereunder at the Initial Closing, and the fulfillment of and compliance with the respective terms hereof and thereof by such Purchaser do not and will not: (i) conflict with or result in a breach of the terms, conditions, or provisions of; (ii) constitute a default under; (iii) result in a violation of; or (iv) require any authorization, consent, approval, exemption, or other action by or notice to any court or administrative or governmental body pursuant to, the certificate of incorporation, certificate of formation, partnership agreement, bylaws or any similar constitutive document of such Purchaser, or any law, statute, rule, or regulation to which such Purchaser is subject, or any agreement, instrument, order, judgment, or decree to which such Purchaser or any of its Affiliates, or employees is a party or by which it or any of the foregoing Persons is bound. The execution and delivery by USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder of the Registration Agreement, the Stockholders' Agreement and all other agreements contemplated hereby in connection with the Second Closing which USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder will enter into on the Second Closing Date, the purchase of the Preferred Stock hereunder by USXX and/or any Affiliate of USXX at the Second Closing, and the fulfillment of and compliance with the respective terms hereof and thereof by USXX and/or any of its Affiliates do not and will not: (i) conflict with or result in a breach of the terms, conditions, or -29- 33 provisions of; (ii) constitute a default under; (iii) result in a violation of; or (iv) require any authorization, consent, approval, exemption, or other action by or notice to any court or administrative or governmental body pursuant to, the certificate of incorporation, certificate of formation, partnership agreement, bylaws or any similar constitutive document of USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder, or any law, statute, rule, or regulation to which USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder is subject, or any agreement, instrument, order, judgment, or decree to which USXX or any of its Affiliates, or employees is a party or by which it or any of the foregoing Persons is bound. Each certificate for Restricted Securities will shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10MARCH 13, 20022000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT DATED AS OF APRIL 10MARCH 13, 20022000, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS AND THE ORIGINAL PURCHASER HEREOFCONDITIONS SPECIFIED IN THE AGREEMENTS REFERENCED IN THE PURCHASE AGREEMENT, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." Whenever any shares If the holder of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be the Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender delivers to the Company an opinion of counsel reasonably acceptable to the certificate representing Company that no subsequent transfer of such shares of Series B Junior Preferred Stock or Senior Common StockRestricted Securities shall require registration under the Securities Act, as applicable, a the Company shall promptly upon such contemplated transfer deliver new certificate representing certificates for such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but Restricted Securities which do not bearing a bear the Securities Act legend of the character set forth above.in this Section 8C.

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents that he or it such Purchaser is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will shall prevent the such Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 4 hereof. Each certificate for Restricted Securities will shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10MARCH __, 20021999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT STOCK PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 10MARCH___, 20021999, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOFCERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." Whenever any shares If the holder of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be the Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender delivers to the Company an opinion of qualified securities counsel reasonably acceptable to the certificate representing Company that no subsequent transfer of such shares of Series B Junior Preferred Stock or Senior Common StockRestricted Securities shall require registration under the Securities Act, as applicablehowever, a the Company shall promptly upon such contemplated transfer deliver new certificate representing certificates for such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but Restricted Securities which do not bearing a bear the Securities Act legend of the character set forth above.in this Section 7C.

Purchaser's Investment Representations. Each Purchaser individuallyPurchaser, severally and not jointly or severallyjointly, hereby represents that he or it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided provided, that nothing contained herein will shall prevent the such Purchaser and the subsequent holders of such securities Restricted Securities from transferring such securities in compliance with the provisions of Section 3 5 hereof. Each certificate for or instrument representing Restricted Securities will shall be conspicuously imprinted with a legend in substantially in the following form (the "Securities Act Legend"): "form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10MARCH 21, 20022007, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THE TRANSFER OF SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT NOTE AND WARRANT PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 10MARCH 21, 20022007, BETWEEN AND AS AMENDED AND MODIFIED FROM TIME TO TIME, AMONG THE ISSUER (BORROWERS; THE "COMPANY"INITIAL HOLDER(S) HEREOF AND CERTAIN INVESTORS, WHO FROM TIME TO TIME BECOME PARTIES THERETO IN ACCORDANCE WITH THE ORIGINAL PURCHASER HEREOFPROVISIONS THEREOF, AND THE COMPANY RESERVES BORROWERS RESERVE THE RIGHT TO REFUSE TO THE TRANSFER OF SUCH SECURITIES SECURITY UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL SHALL BE FURNISHED BY THE COMPANY BORROWERS TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.”