Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictive Legend. The Buyer Holder acknowledges that this Warrant is, and agrees each of the Shares issuable upon the exercise hereof will be, a restricted security, and that the Debentures, and, until certificate or certificates evidencing such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall will bear a restrictive legend in substantially similar to the following form (and a stop-transfer order may be placed against transfer of any such Securities): legend: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED RESOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE OFFER AND SALE OF THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO AN AVAILABLE EXEMPTION FROM, OR THE COMPANY THAT SUCH DISPOSITION IS IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF COMPLIANCE WITH THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO LAWS. HEDGING TRANSACTIONS INVOLVING THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL SECURITIES REPRESENTED HEREBY MAY NOT BE REASONABLY ACCEPTABLE TO THE COMPANYCONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesPreferred Stock, the Warrants and the Shares underlying the Preferred Stock and Warrants, and, until such time as the Shares underlying the Preferred Stock and Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT."

Restrictive Legend. The Buyer acknowledges and agrees that it will not offer, sell or otherwise dispose of any of its Securities in violation of federal and state securities laws, and upon issuance pursuant to this Agreement, the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and or other instruments representing any evidence of the Securities (and any shares of Common Stock issued upon conversion of the Preferred Stock or upon exercise of the Warrants) shall bear have endorsed thereon a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiesthe Securities to the same effect): THIS SECURITY HAS "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR THE SECURITIES LAWS OF ANY STATE, ACCORDINGLY, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD OR SOLD TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO OR SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYOTHER LAWS."

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments Each certificate representing any of the Restricted Securities shall bear a restrictive legend (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following form (and a stop-transfer order may be placed against transfer of in addition to any such Securitieslegends required by applicable state securities laws): THIS SECURITY HAS THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT"). SUCH SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO AN AVAILABLE RULE 144 OR ANOTHER EXEMPTION FROMFROM THE ACT. THE SHARES REPRESENTED BY THE CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN THE STOCKHOLDERS' AGREEMENT BY AND BETWEEN THE ISSUER AND THE ORIGINAL HOLDER HEREOF, OR IN A TRANSACTION NOT SUBJECT TO, COPY OF WHICH MAY BE OBTAINED AT THE REGISTRATION REQUIREMENTS PRINCIPAL OFFICE OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTHESE SHARES. Each Investor consents to the Company making a notation on its records and giving stop transfer instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement.

Restrictive Legend. The Buyer acknowledges and agrees that Each certificate for shares issued upon the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any exercise of the Securities rights represented by this Warrant shall bear a restrictive legend as follows unless, in substantially the following form (and a stop-transfer opinion of counsel to the Company, such legend is not required in order may be placed against transfer of any such Securities): THIS SECURITY HAS NOT BEEN REGISTERED WITH to ensure compliance with the Securities Act: “THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN RELIANCE UPON AN EXEMPTION A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, AND APPLICABLE STATE SECURITIES LAWS, AND IN RELIANCE UPON THE HOLDER’S REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF THE SECURITIES MAY BE MADE ON THE BOOKS OF THE COMPANY UNLESS (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT i) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, OR IN A TRANSACTION NOT SUBJECT TOAS AMENDED, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR (ii) THE HOLDER SHALL HAVE PROVIDED THE COMPANY WITH AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYCOMPANY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.”

Restrictive Legend. The Buyer acknowledges and agrees that Certificates evidencing the Debentures, and, until such time shares of Guarantor Common Stock issued as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Stock Consideration shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any form, until such Securities): THIS SECURITY HAS time as they are not required under Section 5.9.2 or applicable Law: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SUCH REGISTRATION STATEMENT REMAINS EFFECTIVE, (II) SUCH SECURITIES LAWS AS EVIDENCED BY A LEGAL MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE TRANSFEROR TO COMPANY, STATING THAT SUCH EFFECT, TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES ACT.”

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby by the Registration Rights Agreement and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as certificate for the Shares have been registered under will contain the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a following restrictive legend (or in substantially the following form (and a stopcase of book-entry shares, instructions to the transfer order may be placed against transfer of any such Securitiesagent for the Common Stock to the same effect): THIS SECURITY HAS “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AND MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR SOLD TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO AN AVAILABLE A SPECIFIC EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY BUT ONLY UPON A LEGAL HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO QUAINT OAK BANCORP. INC. (THE TRANSFEROR TO SUCH EFFECT“COMPANY”), THE SUBSTANCE OF WHICH SHALL BE OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR SIMILAR SECURITIES LAW.”

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments Each certificate representing any of the Restricted Securities shall bear a restrictive legend (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following form (and a stop-transfer order may be placed against transfer of in addition to any such Securitieslegends required by applicable state securities laws): THIS SECURITY HAS THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT"). SUCH SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO AN AVAILABLE RULE 144 OR ANOTHER EXEMPTION FROMFROM THE ACT. THE SHARES REPRESENTED BY THE CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN THE STOCKHOLDER'S AGREEMENT BY AND BETWEEN THE ISSUER AND THE ORIGINAL HOLDER HEREOF, OR IN A TRANSACTION NOT SUBJECT TO, COPY OF WHICH MAY BE OBTAINED AT THE REGISTRATION REQUIREMENTS PRINCIPAL OFFICE OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTHESE SHARES. Investor consents to the Company making a notation on its records and giving stop transfer instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Warrant Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance shall be stamped or otherwise imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT ) OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. IN ADDITION, EXERCISE OF THE WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THE WARRANT.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been issuable upon exercise of this Warrant (unless registered under the 1933 Act as contemplated hereby and sold in accordance Act) shall be stamped or imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AMENDED. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IT STATING THAT SUCH SALE OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT ACT. COPIES OF THE INSTRUMENT COVERING THE PURCHASE OF THESE SHARES AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY A LEGAL OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL RECORD OF THIS CERTIFICATE TO THE TRANSFEROR TO SUCH EFFECT, SECRETARY OF THE SUBSTANCE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYCORPORATION.

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesCommon Stock, the Warrants and the Shares underlying the Common Stock and Warrants, and, until such time as the Shares underlying the Common Stock and Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT."

Restrictive Legend. The Buyer acknowledges Each certificate representing the Preferred Stock (and agrees that the DebenturesConversion Shares), andand any securities issued in respect thereof or exchange therefor, until such time as shall (unless otherwise permitted by the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance provisions of Section 3.3 below) be stamped or otherwise imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may in addition to any legend required under applicable state securities laws); provided, however, that the Company will use its best efforts to cause the same legend to be placed against transfer upon any certificates or other documents or instruments evidencing ownership of any such Securities): Preferred Stock which were issued and outstanding immediately prior to the date hereof: “THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT BEEN REGISTERED WITH A VIEW TO, OR IN CONNECTION WITH, THE SECURITIES AND EXCHANGE COMMISSION SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND TRANSFER RESTRICTIONS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE COPY OF WHICH SHALL BE REASONABLY ACCEPTABLE TO IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesPreferred Stock, the Warrants and the Shares underlying the Preferred Stock and Warrants, and, until such time as the Shares underlying the Preferred Stock and Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT.”

Restrictive Legend. The Buyer acknowledges and agrees that the DebenturesPreferred Stock, and, until such time as the Shares Common Stock have been registered under the 1933 Act as contemplated hereby by the Registration Rights Agreement and sold in accordance with an effective such Registration Statement, certificates and other instruments representing any the shares of the Securities Common Stock, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiesthe Preferred Stock and the shares of Common Stock): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN A TRANSACTION NOT SUBJECT TO, RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN ACCORDANCE WITH APPLICABLE STATE THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANYCORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Restrictive Legend. The Buyer acknowledges and agrees Holder understands that the Debentures, andExercise Shares will be issued pursuant to a claimed exemption from registration under the Securities Act and thus, until such time as this Warrant and the Exercise Shares have been registered under the 1933 Securities Act as contemplated hereby and or otherwise may be sold in accordance with an effective Registration Statement, certificates and other instruments representing any of pursuant to Rule 144 under the Securities shall Act, the certificate for the Exercise Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may will be placed against transfer of any the certificates for such Securitiessecurities): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER 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 AN AVAILABLE EXEMPTION FROMA PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, OR IN SUCH AS A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT SO-CALLED “4(1) AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYHALF” SALE.”

Restrictive Legend. The Buyer acknowledges Each Warrant Certificate and agrees that certificate evidencing shares of Common Stock issued to the Debentures, and, Warrant Holder following the exercise of Warrants shall bear the following restrictive legend until such time as the Shares have been registered transfer of such security is not restricted under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): federal securities laws: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), ANDOR ANY STATE SECURITIES LAWS, ACCORDINGLY, AND MAY NOT BE OFFERED OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR PURSUANT ANY SIMILAR RULE UNDER SUCH ACT RELATING TO AN AVAILABLE EXEMPTION FROMTHE DISPOSITION OF SECURITIES), OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE TRANSFEROR TO ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT IS AVAILABLE.

Restrictive Legend. The Buyer Purchaser acknowledges and agrees that the Debentures, and, until such time as each certificate representing the Shares and any shares of Common Stock issuable upon conversion thereof will (unless the securities evidenced by such certificate shall have been registered under the 1933 Act as contemplated hereby and sold in accordance Securities Act) be stamped or otherwise imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of in addition to any such Securitiesadditional legend required under applicable state securities laws): "THE SHARES EVIDENCED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “"SECURITIES ACT”), AND, ACCORDINGLY, LAWS") AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES LAWS COVERING SUCH SECURITIES OR THE SECURITIES ACT ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SUCH SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS."

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, andthat, until such time as the Shares relevant Securities have been registered under the 1933 Act as contemplated hereby Act, and may be sold in accordance with an effective Registration Statement, or until such Securities can otherwise be sold without restriction, whichever is earlier, the certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED OR SOLD EXCEPT PURSUANT TO FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTIN FORM, THE SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF WHICH SHALL BE REASONABLY COUNSEL IN COMPARABLE TRANSACTIONS OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANYCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. Notwithstanding the foregoing, the Company acknowledges and agrees that any such legend shall be removed from all certificates for DTC Eligible Common Stock delivered to Holder or Holder’s broker under the Transaction Documents as such Common Stock is cleared and converted into electronic shares by the DTC, and nothing contained herein shall be interpreted to the contrary.

Restrictive Legend. The Buyer acknowledges and agrees that the DebenturesDebenture, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictive Legend. The Buyer acknowledges All shares of the Common and agrees that the Debentures, and, until such time as the Shares have been registered Preferred Stock to ------------------- be delivered hereunder shall be issued pursuant to an exemption from registration under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any Section 4(2) of the Securities Act of 1933, as amended, inasmuch as such shares will be issued for investment purposes without a view to distribution. All shares of the Purchaser Common Stock and Purchaser Preferred Stock to be delivered hereunder shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT."

Restrictive Legend. The Buyer Investor acknowledges and agrees that certificates representing the Debentures, andSeries A Preferred Stock and Common Stock into which the Series A Preferred Stock may be converted, until such time as the Shares have Common Stock has been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): "THE SHARES OF COMMON STOCK (SERIES A PREFERRED STOCK) REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT."

Restrictive Legend. The Buyer acknowledges and agrees that Each certificate representing shares of Holdings Common Stock issued by Holdings to the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold Members in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Section 2.5 shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): legend: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT”)") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT, AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE SECURITIES ACT LAWS OF ANY STATE WITH RESPECT THERETO OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE TRANSFEROR TO ISSUER THAT AN EXEMPTION FROM SUCH EFFECTREGISTRATION IS AVAILABLE AND ALSO MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO HOLDER WITHOUT COMPLIANCE WITH THE COMPANYAPPLICABLE SECURITIES AND EXCHANGE COMMISSION RULES AND REGULATIONS.

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesCommon Stock, the Warrant and shares of Common Stock underlying the Warrant, and, until such time as the Shares Shares, and the shares of Common Stock underlying the Warrant, have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT."

Restrictive Legend. The Buyer acknowledges Employee consents to the placement of an ------------------ appropriate restrictive legend on the certificate evidencing the Employee Shares and agrees any certificates issued in replacement or exchange therefor. In addition to any restrictive legend required under the Spider Shareholders Agreement, Employee understands that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend shall be substantially in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, . SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED THE RESTRICTIONS CONTAINED IN AN EMPLOYEE STOCK RESTRICTION AGREEMENT DATED __________________, 1999, A COPY OF WHICH OBTAINED AT NO COST BY A LEGAL OPINION OF COUNSEL WRITTEN REQUEST TO THE TRANSFEROR TO SUCH EFFECT, SECRETARY OF THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYCORPORATION AT ITS CORPORATE HEADQUARTERS. The Company agrees to remove such restrictive legend upon the issuance of Vested Shares to Employee on the Disbursement Date.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been (unless registered under the 1933 Act as contemplated hereby and sold in accordance Act) shall be stamped or imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AMENDED. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IT STATING THAT SUCH SALE OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION ACT. UPON THE FULFILLMENT OF COUNSEL CERTAIN OF SUCH CONDITIONS THE MINT LEASING, INC. HAS AGREED TO DELIVER TO THE TRANSFEROR TO SUCH EFFECT, HOLDER HEREOF A NEW CERTIFICATE NOT BEARING THIS LEGEND FOR THE SUBSTANCE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF WHICH SHALL THE HOLDER HEREOF. A COPY OF THE AGREEMENT MAY BE REASONABLY ACCEPTABLE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANYSECRETARY OF THE MINT LEASING, INC.

Restrictive Legend. The Buyer Investor acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, all certificates and other instruments representing any of the Securities Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, WITHOUT ANY VIEW TOWARDS RESALE, AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED TRANSFERRED OR SOLD RESOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD IN THE ABSENCE OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE ISSUER TO THE COMPANYEFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been shares of Warrant Stock (unless registered under the 1933 Act as contemplated hereby and sold in accordance 0000 Xxx) shall be stamped or otherwise imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially similar to the following form (and a stop-transfer order may be placed against transfer of in addition to any such Securitieslegend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”)LAWS OF ANY STATE, AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD, TRASNFERRED, ASSIGNED, PLEDGED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES SUCH ACT AND/OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE TRANSFEROR COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUCH EFFECTRESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE SUBSTANCE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE PLAIN ENGLISH WARRANT AGREEMENT PURSUANT TO WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED, A COPY OF WHICH SHALL MAY BE REASONABLY ACCEPTABLE TO OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

Restrictive Legend. The Buyer acknowledges Participants and agrees CorNova acknowledge and agree that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear to be acquired pursuant to this Agreement will be imprinted with a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): as follows: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE SUCH STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECTCOUNSEL FOR THIS CORPORATION, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYIS AVAILABLE. The Participants and CorNova understand and agree that appropriate stop transfer notations will be placed in the records of the issuer and with its respective transfer agent, if any, in respect of the Securities which are to be issued pursuant to this Agreement.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statementregistration statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesSeries A Preferred Stock, the Warrants and the Shares underlying the Series A Preferred Stock and Warrants, and, until such time as the Shares underlying the Series A Preferred Stock and Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL AND THE HOLDER HAS PROVIDED THE COMPANY WITH AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY."

Restrictive Legend. The Buyer acknowledges and agrees Holder understands that the Debentures, Warrant and, until such time as the Exercise Shares have been registered under the 1933 Securities Act of 1933, as amended (the “Securities Act”) as contemplated hereby and by the Investor Rights Agreement or otherwise may be sold in accordance with an effective Registration Statement, certificates and other instruments representing any of pursuant to Rule 144 under the Securities shall Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Exercise Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any the certificates for such Securitiessecurities): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAW, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMAND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR IN A TRANSACTION NOT SUBJECT TO, THE (ii) AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO IS AVAILABLE IN CONNECTION WITH SUCH EFFECTOFFER, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSALE OR TRANSFER.”

Restrictive Legend. The Buyer acknowledges and agrees that Each certificate for shares issued upon the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any exercise of the Securities rights represented by this Warrant shall bear a restrictive legend as follows unless, in substantially the following form (and a stop-transfer opinion of counsel to the Company, such legend is not required in order may be placed against transfer of any such Securities): THIS SECURITY HAS NOT BEEN REGISTERED WITH to ensure compliance with the Securities Act: "THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN RELIANCE UPON AN EXEMPTION A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, AND APPLICABLE STATE SECURITIES LAWS, AND IN RELIANCE UPON THE HOLDER'S REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF THE SECURITIES MAY BE MADE ON THE BOOKS OF THE COMPANY UNLESS (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT i) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, OR IN A TRANSACTION NOT SUBJECT TOAS AMENDED, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR (ii) THE HOLDER SHALL HAVE PROVIDED THE COMPANY WITH AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYCOMPANY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED."

Restrictive Legend. The Buyer acknowledges and agrees Holder understands that the Debentures, and, until such time as this Note or the Conversion Shares have been registered under the 1933 Securities Act as contemplated hereby and or otherwise may be sold in accordance with an effective Registration Statement, certificates and other instruments representing any of pursuant to Rule 144 under the Securities shall 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 (and a stop-transfer order may be placed against transfer of any the certificates for such Securitiessecurities): “[THIS SECURITY HAS AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY][THESE SHARES OF COMMON STOCK] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR APPLICABLE STATE SECURITIES LAWS. THE [SECURITIES][COMMON STOCK] MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR FROM REGISTRATION UNDER THE SECURITIES ACT. IN THE CASE OF A TRANSACTION NOT SUBJECT TO, EXEMPT FROM REGISTRATION THE COMPANY RESERVES THE RIGHT TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT.”

Restrictive Legend. The Buyer acknowledges and agrees that Each certificate for Warrant Shares initially issued upon the Debentures, and, until exercise of this Warrant unless such time as Warrant Shares may otherwise be sold by the Shares have been registered Holder pursuant to Rule 144(k) promulgated under the 1933 Securities Act as contemplated hereby and sold in accordance (or a successor rule), each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: "THE SECURITIES REPRESENTED BY, OR ACQUIRABLE UPON CONVERSION OR EXERCISE OF SECURITIES EVIDENCED BY, THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, AND, ACCORDINGLY, AND MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT UNLESS THE SECURITIES ACT OR PURSUANT ISSUER OF THIS CERTIFICATE RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ISSUER AND ITS LEGAL COUNSEL THAT SUCH SALE IS EXEMPT FROM REGISTRATION REQUIREMENTS OF THE SECURITIES UNDER SUCH ACT AND IS IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO UNLESS SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYREGISTRATION IS NOT REQUIRED."

Restrictive Legend. The Buyer acknowledges In addition to any other legend the Company may deem advisable under Jersey law or the Securities Act, all certificates representing Company Securities held by the Investor Parties, Xxxxxxxxx Parties, Seller Holdco and agrees that Seller Distributees shall bear the Debentures, and, following legend upon initial issuance and until such time as the Shares have been registered that it is no longer required under the 1933 Securities Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and or other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): applicable securities laws: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THEREOF. THE SECURITIES ACT REPRESENTED HEREBY ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN INVESTOR RIGHTS AGREEMENT BETWEEN CLARIVATE PLC AND THE INITIAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL SUCH AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYHOLDER HEREOF UPON WRITTEN REQUEST.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been shares of Common Stock (unless registered under the 1933 Act as contemplated hereby and sold in accordance Act) shall be stamped or imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AMENDED. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY A LEGAL OPINION WRITTEN REQUEST MADE BY THE HOLDER OF COUNSEL RECORD OF THIS CERTIFICATE TO THE TRANSFEROR TO SUCH EFFECT, SECRETARY OF THE SUBSTANCE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. If Holder is party to any voting agreement, co-sale agreement, investor rights agreement or other agreement with the Company requiring that specified legends be placed upon securities held by Holder, the shares of Common Stock will also contain such legends.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been (unless registered under the 1933 Act as contemplated hereby and sold in accordance Act) shall be stamped or imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AMENDED. SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IT STATING THAT SUCH SALE OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION ACT. UPON THE FULFILLMENT OF COUNSEL CERTAIN OF SUCH CONDITIONS EXOBOX TECHNOLOGIES CORP. HAS AGREED TO DELIVER TO THE TRANSFEROR TO SUCH EFFECT, HOLDER HEREOF A NEW CERTIFICATE NOT BEARING THIS LEGEND FOR THE SUBSTANCE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF WHICH SHALL THE HOLDER HEREOF. A COPY OF THE AGREEMENT MAY BE REASONABLY ACCEPTABLE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANYSECRETARY OF EXOBOX TECHNOLOGIES CORP.

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesCommon Stock, the Warrants and the Warrants, and, until such time as the Shares of Common Stock and the Shares underlying the Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT ACT.” STOCK PURCHASE AGREEMENT BETWEEN SUN NEW MEDIA, INC. AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION BXXXXX PARTNERS LP PAGE 10 OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.24

Restrictive Legend. The Buyer Such Seller acknowledges and agrees that certificates evidencing the Debentures, and, until such time as shares of CWD Common Stock included in the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially Stock Consideration will contain the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Restrictive Legend. The Each Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictive Legend. The Buyer acknowledges and agrees that Each certificate representing the Debentures, and, until such time as Purchaser's ------------------ Shares shall (unless otherwise permitted by the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance provisions of Section 10.3) be stamped or otherwise imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of in addition to any such Securitieslegend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE. SUCH SHARES MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS STAAR SURGICAL COMPANY RECEIVES AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF (WHICH SHALL MAY BE COUNSEL FOR STAAR SURGICAL COMPANY) REASONABLY ACCEPTABLE TO STAAR SURGICAL COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE COMPANYREGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE. The Shareholders consent to the Purchaser making a notation on its records and giving instructions to any transfer agent of such Purchaser's Shares in order to implement the restrictions on transfer established in this Section 10.2 and Section 10.3.

Restrictive Legend. The Buyer Company and Shaar acknowledge that the sale by Shaar of Replacement Common Shares, the Series C Preferred Shares, and, upon issuance, the Conversion Shares may be effected by Shaar pursuant to the Rule 144(k) under the Securities Act of 1933. Shaar acknowledges and agrees that that, upon issuance pursuant to this Agreement, the Debentures, and, until such time as the Warrant Shares shall have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear endorsed thereon a restrictive legend in substantially the following form (and a stop-stop- transfer order may be placed against transfer of any the Warrant Shares until such Securitieslegend has been removed): THIS SECURITY HAS "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR THE SECURITIES LAWS OF ANY STATE, ACCORDINGLY, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE OFFERED SOLD OR SOLD TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO OR SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYOTHER LAWS."

Restrictive Legend. (a) The Buyer acknowledges certificates representing the Purchaser Shares to be issued and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities delivered hereunder shall bear a restrictive legend in substantially the following form legend (and a stop-transfer order may it being agreed that if the Purchaser Shares are not in certificated form, other appropriate restrictions shall be placed against transfer of any such Securitiesimplemented to give effect to the following): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR UNDER THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE OR OTHER JURISDICTION. THEY MAY NOT BE SOLD OR OFFERED OR SOLD EXCEPT PURSUANT TO FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PURSUANT OTHER JURISDICTION OR AN EXEMPTION FROM SUCH REGISTRATION UNDER SUCH ACT AND SUCH LAWS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROMTHE ISSUER THAT SUCH OFFER, SALE OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF OTHER TRANSFER OTHERWISE COMPLIES WITH THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYANY STATE OR OTHER JURISDICTION.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as certificate representing the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance will be imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: "THE SECURITIES EVIDENCED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMACT, OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT SUBJECT TO, THE REQUIRE REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH SUCH OTHER APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS."

Restrictive Legend. The Buyer acknowledges and agrees Each Investor understands that the Debentures, and, until such time as the resale of the Exchange Shares have has been registered under the 1933 Securities Act as contemplated hereby and by the Registration Rights Agreement or the Exchange Shares otherwise may be sold in accordance with an effective Registration Statement, certificates and other instruments representing any of pursuant to Rule 144 under the Securities shall 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, the Exchange Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any the certificates for such Securitiessecurities): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “OR APPLICABLE STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THESE SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT UNDER SAID ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROMFROM REGISTRATION UNDER SAID ACT INCLUDING, OR IN A TRANSACTION NOT SUBJECT TOWITHOUT LIMITATION, PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE REGISTRATION REQUIREMENTS OF SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES.”

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as Since Subscriber is not acquiring the Shares have been registered under with any view to subsequent distribution, Subscriber understands that (i) stop transfer instructions will be given to Company’s transfer agent or the 1933 Act as contemplated hereby officer in charge of Company’s stock records and sold in accordance with an effective Registration Statementnoted on the appropriate records of Company to the effect that neither the Shares, certificates nor any portion thereof, may be transferred out of Subscriber’s name unless approval is first obtained from Company; and other instruments representing any of (ii) the Securities stock certificates, which will be issued, shall bear a restrictive legend in substantially the following form (and or a stop-transfer order may be placed against transfer of any such Securities): substantially similar legend restricting the transfer: THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR UNDER ANY STATE SECURITIES ACT”)LAWS, AND, ACCORDINGLY, BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS THEREFROM. NO TRANSFER OF THESE SECURITIES OR ANY INTEREST THEREIN MAY NOT BE OFFERED OR SOLD MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES SUCH ACT AND IN ACCORDANCE WITH UNDER APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE TRANSFEROR TO COMPANY AND ITS COUNSEL, THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYREGISTRATION IS NOT REQUIRED.

Restrictive Legend. The Buyer Investor acknowledges and agrees that the Debentures, andthat, until such time as any of the Shares Securities have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective by the Registration StatementRights Agreement, the certificates and other instruments representing any of for the Securities shall bear a restrictive legend legends in substantially the following form (and a stop-transfer order may be placed against transfer of any the certificates for such Securities): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “SECURITIES ACT”), AND, ACCORDINGLY, HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR IN A TRANSACTION NOT SUBJECT TO, EXEMPT FROM REGISTRATION. RULES OF THE REGISTRATION REQUIREMENTS TORONTO STOCK EXCHANGE FURTHER PROHIBIT TRANSFER OF THE SECURITIES ACT AND IN ACCORDANCE REPRESENTED BY THIS CERTIFICATE UNTIL THE EARLIER OF FOUR MONTHS FROM THE DATE ON WHICH THESE SECURITES WERE ISSUED OR THE DATE ON WHICH A REGISTRATION STATEMENT WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL RESPECT TO THE TRANSFEROR TO RESALE OF SUCH EFFECT, SECURITIES IS DECLARED EFFECTIVE BY THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYU.S. SECURITIES AND EXCHANGE COMMISSION.

Restrictive Legend. The Buyer acknowledges Each certificate for Non-Voting Warrant Shares shall contain the following legend, unless and agrees that the Debentures, and, until such time as the Non-Voting Warrant Shares have been registered for resale under the 1933 Securities Act of 1933, as contemplated hereby and sold in accordance with an effective Registration Statementamended (the “Securities Act”), certificates and other instruments representing any of or are freely tradable under Rule 144 promulgated under the Securities shall bear a restrictive legend in substantially the following form Act (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS “Rule 144”). “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR THE SECURITIES, ACCORDINGLYOR “BLUE SKY,” LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR PURSUANT A WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SECURITY BANK CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF FOR SUCH TRANSACTIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH OTHER APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS.”

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesPreferred Stock, the Warrants and the Shares underlying the Preferred Stock and Warrants, and, until such time as the Shares underlying the Preferred Stock and Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT ACT." PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LAB123 CORPORATION AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION BXXXXX PARTNERS LP PAGE20 OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.34

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, andPurchaser understands that, until such time as the Registration Statement has been declared effective (with respect to the Conversion Shares have been registered and Warrant Shares) or the Securities, Conversion Shares or Warrant Shares may be sold pursuant to Rule 144 under the 1933 Securities Act without any restriction as contemplated hereby and sold in accordance with an effective Registration Statementto the number of securities as of a particular date that can then be immediately sold, the certificates and or other instruments representing any of the Securities Securities, Conversion Shares and Warrant Shares, and all certificates or other instruments issued in exchange therefore or in substitution thereof, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiesthe certificates for the Conversion Shares and Warrant Shares): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMUNDER SAID ACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTOR OTHER EVIDENCE, THE IN FORM, SUBSTANCE OF WHICH SHALL BE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYCOMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

Restrictive Legend. The Buyer Seller acknowledges and agrees that certificates evidencing the Debentures, and, until such time as shares of CWD Common Stock included in the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially Stock Consideration will contain the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Restrictive Legend. The Buyer Such Seller acknowledges and agrees that certificates evidencing the Debentures, and, until such time as shares of CWD Common Stock included in the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially Stock Consideration will contain the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Restrictive Legend. The Buyer acknowledges Subscriber understands and agrees that the Debentures, and, until such time as certificates for the Shares shall bear substantially the following legend until (i) such Shares shall have been registered under the 1933 Securities Act as contemplated hereby and sold effectively disposed of in accordance with an a registration statement that has been declared effective Registration Statementor (ii) in the opinion of counsel for the Company, certificates and other instruments representing any of such Shares may be sold without registration under the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of Act, as well as any such Securities): applicable “Blue Sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR TO ISSUER THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYREGISTRATION IS NOT REQUIRED.

Restrictive Legend. The Buyer acknowledges and agrees that Each certificate representing the Debentures, Shares and, until such time except as the Shares have been registered under the 1933 Act as contemplated hereby and sold otherwise provided in accordance with an effective Registration StatementSection 3 hereof, certificates and other instruments representing each certificate issued upon exchange or transfer of any of the Securities Shares, shall bear be stamped or otherwise imprinted with a restrictive legend substantially in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. NO DISPOSITION OF THE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE MADE UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY IS THEN IN EFFECT WITH RESPECT THERETO, (ii) A LEGAL WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, COMPANY FROM COUNSEL FOR THE SUBSTANCE OF WHICH SHALL BE COMPANY OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE COMPANYCOMPANY HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED OR (iii) A "NO-ACTION" LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION.

Restrictive Legend. The Buyer acknowledges and agrees Holder understands that unless this Warrant or the Debentures, and, until such time as the Warrant Shares have been registered under the 1933 Securities Act as contemplated hereby and or otherwise may be sold in accordance with an effective Registration Statement, certificates and other instruments representing any of pursuant to Rule 144 under the Securities shall 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 Warrant Shares, as applicable, may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any the certificates for such Securitiessecurities): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER 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 AN AVAILABLE EXEMPTION FROMA PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, OR IN SUCH AS A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT SO-CALLED “4(1) AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYHALF” SALE.”

Restrictive Legend. The Buyer Seller acknowledges and agrees that certificates evidencing the Debentures, and, until such time as shares of CWD Common Stock included in the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially Stock Consideration will contain the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Restrictive Legend. The Buyer Investor acknowledges and agrees that the Debentures, and, until such time as the Shares underlying the Preferred Stock and Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, Preferred Stock and Warrants shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, (2) SUCH TRANSFER IS IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, OR (3) SUCH TRANSFER IS PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT.”

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesConvertible Note, the Warrants and the Shares underlying the Convertible Note and Warrants, and, until such time as the Shares underlying the Convertible Note and Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT."

Restrictive Legend. The Buyer acknowledges and agrees that Each certificate representing (i) the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold Securities or (ii) any securities issued in accordance with an effective Registration Statement, certificates and other instruments representing any respect of the Securities shall bear (unless otherwise permitted by the provisions of Section 2.3 below) be stamped or otherwise imprinted with a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of in addition to any such Securitieslegend required under applicable state securities laws): THIS SECURITY HAS “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, . THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH EFFECTACT.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTORS’ RIGHTS AGREEMENT, THE SUBSTANCE A COPY OF WHICH SHALL BE REASONABLY ACCEPTABLE THE CORPORATION WILL FURNISH TO THE COMPANYHOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE.”

Restrictive Legend. The Buyer Blum acknowledges and agrees that eacx xxrtificate representing a Share will bear a legend substantially to the Debenturesfollowing effect, and, until unless such time as the Shares have been registered transferred pursuant to Rule 144 under the 1933 Securities Act as contemplated hereby and sold in accordance with an or pursuant to a registration statement that has been declared effective Registration Statement, certificates and other instruments representing any of under the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): Act: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR UNDER THE “SECURITIES ACT”)LAWS OF ANY OTHER JURISDICTION, AND, ACCORDINGLY, IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED, NOR WILL AN EFFECTIVE ASSIGNEE OR ENDORSEE HEREOF BE RECOGNIZED AS AN OWNER OF THE SHARES BY THE ISSUER, UNLESS: (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT OF 1933, AS AMENDED, AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO AN AVAILABLE EXEMPTION FROMTHE SHARES AND THE TRANSFER SHALL THEN BE IN EFFECT, OR (II) IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THE SHARES ARE TRANSFERRED IN A TRANSACTION NOT SUBJECT TO, WHICH IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS."

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesPreferred Stock, the Warrants and the Shares underlying the Preferred Stock and Warrants, and, until such time as the Shares underlying the Preferred Stock and Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT ACT." STOCK PURCHASE AGREEMENT BETWEEN SPEEDEMISSIONS, INC. AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION XXXXXX PARTNERS LP PAGE 17 OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.32 ARTICLE VIII

Restrictive Legend. The Buyer acknowledges and agrees that the DebenturesPreferred Stock and the Warrants, and, until such time as the Shares have Common Stock has been registered under the 1933 Act as contemplated hereby by the Registration Rights Agreement and sold in accordance with an effective Registration StatementStatement or an applicable exemption from registration, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED OR SOLD EXCEPT PURSUANT TO FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANYCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The legend set forth above shall be promptly removed, and the Company shall issue a certificate without such legend to the holder of any such Securities upon which such legend is stamped, if, unless otherwise required by federal or state securities laws, (i) such Securities are registered for resale under the Securities Act and are sold in accordance with an effective Registration Statement, or (ii) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule 144(k) promulgated under the Securities Act. The Company shall bear the cost of the removal of any legend as anticipated by this Section 4.

Restrictive Legend. The Buyer acknowledges and agrees that In the Debenturesabsence of a more restrictive legend, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold all certificates which evidence Membership Interests shall be stamped or typed in accordance a conspicuous place with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form legend: THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY AGREEMENT OF THE COMPANY DATED AS OF FEBRUARY 14, 1996, AS IT EXISTS FROM TIME TO TIME, WHICH RESTRICTS ANY SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, ENCUMBRANCE, PLEDGE OR OTHER TRANSFER OR ALIENATION (and a stop-transfer order may be placed against transfer of any such Securities): WITH OR WITHOUT CONSIDERATION) OF SUCH INTEREST. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS SECURITY HAS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH LIMITED LIABILITY AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS LAWS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYANY STATE.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, andthat, until such time as the Shares relevant Securities have been registered under the 1933 Act as contemplated hereby Act, and may be sold in accordance with an effective Registration Statement, or until such Securities can otherwise be sold without restriction, whichever is earlier, the certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED OR SOLD EXCEPT PURSUANT TO FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTIN FORM, THE SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF WHICH SHALL BE REASONABLY COUNSEL IN COMPARABLE TRANSACTIONS OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANYCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. Notwithstanding the foregoing, the Company acknowledges and agrees that any such legend shall be removed from all certificates for DTC Eligible Common Stock delivered to Holder or Holder's broker under the Transaction Documents as such Common Stock is cleared and converted into electronic shares by the DTC, and nothing contained herein shall be interpreted to the contrary.

Restrictive Legend. The Buyer Such Purchaser acknowledges and agrees that the Debentures, and, until such time as Note and the certificates representing the Shares have been registered under the 1933 Act as contemplated hereby and sold shall be stamped or otherwise imprinted with a legend substantially in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-that the Company may issue stop transfer order may be placed against instructions to the transfer agent of any such Securities): THIS SECURITY HAS securities: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHERWISE DISPOSED OF OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, BE TRANSFERRED ON THE REGISTRATION REQUIREMENTS BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES ACT UNDER ALL APPLICABLE UNITED STATES FEDERAL AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY A LEGAL AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTSTOCKHOLDER'S COUNSEL, THE IN FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYCORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT."

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Conversion Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): restrictive legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS EVIDENCED DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES.

Restrictive Legend. The Buyer acknowledges and agrees that Each certificate representing the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance Common Stock issued upon exercise of this Warrant shall be stamped or otherwise imprinted with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of in addition to any such Securitieslegend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION REGISTERED, QUALIFIED, APPROVED OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE OFFERED SOLD OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS REPRESENTED HEREBY ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL THE SAME MAY BE AMENDED FROM TIME TO THE TRANSFEROR TO SUCH EFFECTTIME, THE SUBSTANCE COPIES OF WHICH SHALL BE REASONABLY ACCEPTABLE TO ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE COMPANY. Said legend shall be removed by the Company, upon the request of the holder thereof, at such time as the restrictions on the transfer of the applicable security under applicable securities laws shall have terminated.

Restrictive Legend. The Buyer acknowledges Since the undersigned is not acquiring the Units with any view to subsequent distribution, the undersigned understands that (i) stop transfer instructions will be given to the Company’s transfer agent or the officer in charge of the Company’s stock records and agrees noted on the appropriate records of the Company to the effect that neither the DebenturesUnits, andnor any portion thereof, until such time as may be transferred out of the Shares have been registered under undersigned’s name unless approval is first obtained from the 1933 Act as contemplated hereby Company; and sold in accordance with an effective Registration Statement, (ii) the stock certificates and other instruments representing any of the Securities Warrants, which will be issued, shall bear a restrictive legend in substantially the following form (and or a stop-transfer order may be placed against transfer of any such Securities): substantially similar legend restricting the transfer: THE SHARES REPRESENTED BY THIS SECURITY HAS [CERTIFICATE][WARRANT] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR UNDER ANY STATE SECURITIES ACT”)LAWS, AND, ACCORDINGLY, BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS THEREFROM. NO TRANSFER OF THESE SECURITIES OR ANY INTEREST THEREIN MAY NOT BE OFFERED OR SOLD MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES SUCH ACT AND IN ACCORDANCE WITH UNDER APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE TRANSFEROR TO COMPANY AND ITS COUNSEL, THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYREGISTRATION IS NOT REQUIRED.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments Each certificate representing any of the Restricted Securities shall bear a restrictive legend (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following form (and a stop-transfer order may be placed against transfer of in addition to any such Securitieslegends required by applicable state securities laws): THIS SECURITY HAS THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, . SUCH SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO AN AVAILABLE RULE 144 OR ANOTHER EXEMPTION FROMFROM THE ACT. THE SHARES REPRESENTED BY THE CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN THE STOCKHOLDER’S AGREEMENT BY AND BETWEEN THE ISSUER AND THE ORIGINAL HOLDER HEREOF, OR IN A TRANSACTION NOT SUBJECT TO, COPY OF WHICH MAY BE OBTAINED AT THE REGISTRATION REQUIREMENTS PRINCIPAL OFFICE OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTHESE SHARES. Investor consents to the Company making a notation on its records and giving stop transfer instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): "THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMSUCH APPLICABLE STATE SECURITIES LAWS, OR (ii) IN A TRANSACTION NOT SUBJECT TO, THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO SCOXXXX XXSTENERS INC. REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH OR SUCH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER. THIS SECURITY IS ALSO SUBJECT TO THE TRANSFEROR TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO SUCH EFFECTTHE DIRECT OR INDIRECT TRANSFER THEREOF, OF A STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 3, 2001, AS AMENDED FROM TIME TO TIME TO WHICH THE SUBSTANCE COMPANY IS A PARTY, COPIES OF WHICH SHALL ARE ON FILE AT THE OFFICES OF THE COMPANY AND MAY BE REASONABLY ACCEPTABLE TO THE COMPANYOBTAINED UPON REQUEST."

Restrictive Legend. The Buyer Investor acknowledges and agrees that the DebenturesCommon Stock, the Warrants and the Shares underlying the Warrants, and, until such time as the Common Stock and Shares underlying and Warrants have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities Shares, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiessecurities): "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT ACT." COMMON STOCK PURCHASE AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION T SQUARED INVESTMENTS LLC PAGE 17 OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.30

Restrictive Legend. The Buyer acknowledges Investor understands and agrees that each certificate held by it representing the DebenturesUnit Shares, and, until such time as the Warrants and the Warrant Shares have been registered under the 1933 Act as contemplated hereby and sold or any other securities issued in accordance with an effective Registration Statement, certificates and other instruments representing any respect of the Securities First and Second Tranche Units or Warrants shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, EXERCISED, PLEDGED OR SOLD HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMFROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS ANY OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED REPRESENTED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTHIS CERTIFICATE.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures------------------ Preferred Stock, and, until such time as the Shares Common Stock have been registered under the 1933 Act as contemplated hereby by the Registration Rights Agreement and sold in accordance with an effective such Registration Statement, certificates and other instruments representing any the shares of the Securities Common Stock, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiesthe Preferred Stock and the shares of Common Stock): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN A TRANSACTION NOT SUBJECT TO, RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN ACCORDANCE WITH APPLICABLE STATE THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANYCORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Restrictive Legend. The Buyer acknowledges Holder understands that, except as otherwise specified pursuant to Section 7(b), this Warrant and agrees that the DebenturesWarrant Shares, andas applicable, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall may bear a restrictive legend in substantially the following form (but no other legend) (and a stop-transfer order consistent therewith may be placed against transfer of any the certificates for such Securitiessecurities): THIS SECURITY HAS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS AS PART OF MARGIN OR SOLD EXCEPT PURSUANT TO PRIME BROKERAGE ARRANGEMENTS), HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT UNDER APPLICABLE SECURITIES LAWS, UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR TO COMPANY THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYREGISTRATION IS NOT REQUIRED.

Restrictive Legend. The Buyer acknowledges and agrees that that, upon issuance pursuant to this Agreement, the DebenturesDebenture, and, until such time as the Preferred Shares have been registered under and the 1933 Act as contemplated hereby Warrants (and sold any shares of Common Stock issued in accordance with an effective Registration Statement, certificates and other instruments representing any conversion of the Securities Debenture, or the Preferred Shares or exercise of the Warrants) shall bear have endorsed thereon a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any the Debenture, the Preferred Shares and the Conversion Shares until such Securitieslegend has been removed): THIS SECURITY HAS "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR THE SECURITIES LAWS OF ANY STATE, ACCORDINGLY, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE OFFERED SOLD OR SOLD TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO OR SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYOTHER LAWS."

Restrictive Legend. The Buyer Each Purchaser acknowledges and agrees that the DebenturesNotes and the Warrants, and, until such time as the Ordinary Shares issuable upon conversion of the Notes, or upon exercise of the Warrants shall have been registered under the 1933 Securities Act as contemplated hereby by the Registration Rights Agreement and sold in accordance with an effective such Registration Statement, certificates and other instruments representing any of the Securities such securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities)Each Purchaser acknowledges and agrees that the Notes and the Warrants, and, until such time as the Ordinary Shares issuable upon conversion of the Notes, or upon exercise of the Warrants shall have been registered under the Securities Act as contemplated by the Registration Rights Agreement and sold in accordance with such Registration Statement, such securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities): THIS SECURITY HAS ). THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE TRANSFEROR TO CORPORATION THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYREGISTRATION IS NOT REQUIRED.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act A ct as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive r estrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE E FFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictive Legend. The Buyer acknowledges and agrees Each Purchaser understands that the Debentures, and, until such time as the resale of the Additional Shares have has been registered under the 1933 Securities Act as contemplated hereby and by the Registration Rights Agreement or the Additional Shares otherwise may be sold in accordance with an effective Registration Statement, certificates and other instruments representing any of pursuant to Rule 144 under the Securities shall 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, the Additional Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securitiesthe “Restrictive Legend”): “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR APPLICABLE STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THESE SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT UNDER SAID ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROMFROM REGISTRATION UNDER SAID ACT INCLUDING, OR IN A TRANSACTION NOT SUBJECT TOWITHOUT LIMITATION, PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE REGISTRATION REQUIREMENTS OF SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES.”

Restrictive Legend. The Buyer acknowledges Unless and agrees that until the Debentures, and, until such time as the Option Shares have been shall be sold pursuant to a transaction registered under the 1933 Securities Act as contemplated hereby and sold in accordance or pursuant to a transaction that complies with an effective Registration StatementRule 144 under the Securities Act, certificates and other instruments representing any of the Securities Option Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): legend: "THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE WERE ORIGINALLY ISSUED ON , , HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE COMPANY AND ONE OF ITS EMPLOYEES, DATED AS EVIDENCED BY OF [ , ] A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE COPY OF WHICH SHALL MAY BE REASONABLY ACCEPTABLE TO OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments Each certificate representing any shares of the Registrable Securities shall bear (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of in addition to any such Securitieslegend required under applicable state securities laws): "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, . SUCH SHARES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE COMPANYREGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF 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."

Restrictive Legend. The Buyer Investor acknowledges and agrees that the Debentures, andthat, until such time as any of the Shares Securities have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective by the Registration StatementRights Agreement, the certificates and other instruments representing any of for the such Securities shall bear a restrictive legend legends in substantially the following form (and a stop-transfer order may be placed against transfer of any the certificates for such Securities): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “SECURITIES ACT”), AND, ACCORDINGLY, HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS EXEMPT FROM REGISTRATION. RULES OF THE TORONTO STOCK EXCHANGE FURTHER PROHIBIT TRANSFER OF THE WARRANTS OR OTHER SECURITIES ACT AND IN ACCORDANCE UNTIL THE EARLIER OF FOUR MONTHS FROM THE DATE ON WHICH THESE SECURITES WERE ISSUED OR THE DATE ON WHICH A REGISTRATION STATEMENT WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL RESPECT TO THE TRANSFEROR TO RESALE OF SUCH EFFECT, SECURITIES IS DECLARED EFFECTIVE BY THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYU.S. SECURITIES AND EXCHANGE COMMISSION.

Restrictive Legend. The Buyer acknowledges and agrees Purchaser understands that the Debentures, Shares and Warrants and the shares of Common Stock issuable upon exercise of the Warrants will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws and, until such time as such, any stock certificate representing the issuance of Shares have been registered under this Agreement or later pursuant to the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any exercise of the Securities Warrants shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): required restrictive legend: “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR UNDER APPLICABLE STATE LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL (B) AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTHOLDER, THE SUBSTANCE OF WHICH SHALL BE IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”

Restrictive Legend. The Buyer Purchaser acknowledges and agrees that the Debentures, andthat, until such time as the Shares have been Common Stock is registered under the 1933 Securities Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any or the Purchaser demonstrates to the reasonable satisfaction of the Securities Company that such registration shall no longer be required, the Common Stock shall bear a restrictive legend in substantially the following form form: THESE SECURITIES (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY 20 6 SATISFACTORY TO THE TRANSFEROR TO COMPANY THAT SUCH EFFECTREGISTRATION SHALL NO LONGER BE REQUIRED. NOTWITHSTANDING THE RESTRICTIONS IMPOSED BY STATE AND FEDERAL SECURITIES LAWS, THE SUBSTANCE OF WHICH THESE SECURITIES SHALL NOT BE REASONABLY ACCEPTABLE TO THE COMPANYSOLD, PLEDGED, HYPOTHECATED, EXCHANGED OR OTHERWISE TRANSFERRED UNTIL ON OR AFTER JUNE 1, 2000.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, and, until such time as the All certificates representing Option Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any issued upon exercise of the Securities shall Option shall, unless otherwise determined by the Compensation Committee, bear a restrictive legend in (the "Restrictive Legend") substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): as set forth below: 'THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAW, ACCORDINGLY, AND MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTLAWS." The Restrictive Legend shall be removed from a certificate representing Option Shares if such Securities are sold pursuant to an effective registration statement under the Securities Act or there is delivered to the Company such satisfactory evidence, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYwhich may include an opinion of independent counsel, as reasonably may be requested by the Company, to confirm that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such shares will not violate the registration and prospectus delivery requirements of the Securities Act.

Restrictive Legend. The Buyer acknowledges and agrees that (a) All certificates representing the Debentures, and, until such time as the Warrant Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance will be endorsed with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): legend: “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AND HAVE BEEN ISSUED IN RELIANCE UPON AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, EXCLUSION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND PROVIDED BY REGULATION S (“REGULATION S”) PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE STATE THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE TRANSFEROR TO SUCH EFFECT, SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES ACT.”

Restrictive Legend. The Buyer acknowledges Any stock certificates evidencing Warrant ------------------ Shares acquired under this Warrant pursuant to an unregistered transaction shall bear the following restrictive legend and agrees that the Debentures, and, until such time other restrictive legends as the Shares have been registered are required or deemed advisable under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer provisions of any such Securities): THIS SECURITY HAS applicable law: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE “SECURITIES ACT”), AND, ACCORDINGLY, SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1993, AS AMENDED, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS.

Restrictive Legend. The Buyer acknowledges (a) This Warrant and agrees the Warrant Shares issuable upon exercise thereof, are subject to the terms of that the Debenturescertain Stockholders Agreement, and, until such time dated as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities date hereof, by and among the Company and the Stockholders and Investors party thereto (the "STOCKHOLDERS AGREEMENT"). Each certificate representing shares of Common Stock issued upon exercise of this Warrant and each certificate representing shares of Common Stock issued to any subsequent transferee of any such certificate, shall bear be stamped or otherwise imprinted with a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THIS SECURITY HAS as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR SOLD OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM REGISTRATION UNDER THE REGISTRATION REQUIREMENTS ACT RELATING TO THE DISPOSITION OF THE SECURITIES ACT AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS.

Restrictive Legend. The Buyer acknowledges Each certificate evidencing shares of Registrable Common shall, unless and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and shares are sold in accordance with or otherwise transferred pursuant to an effective Registration Statement or the Shelf Registration Statement under the Securities Act or unless, in the absence of such a Registration Statement or Shelf Registration Statement, certificates and other instruments representing any the Company receives an opinion of counsel reasonably satisfactory to it that the restrictive legend set forth below may be removed without violation of applicable law (including, without limitation, the Securities shall bear Act), be stamped or otherwise imprinted with a restrictive conspicuous legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): form: "THE SECURITIES EVIDENCED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE COVERING SUCH SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, SUCH SALE OR IN A TRANSACTION NOT SUBJECT TO, TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES SUCH ACT AND IN ACCORDANCE WITH ANY SIMILAR REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAW."

Restrictive Legend. The Buyer acknowledges Lender understands that this Note and agrees that the Debentures, and, until such time as the Conversion Shares have been registered may be sold pursuant to Rule 144 under the 1933 Securities Act as contemplated hereby and sold in accordance with or an effective Registration Statement, certificates and other instruments representing any of exemption from registration under the Securities shall Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form (and a stop-transfer order consistent therewith may be placed against transfer of any the certificates for such Securitiessecurities): THIS SECURITY HAS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYHALF SALE.””

Restrictive Legend. The Buyer acknowledges and agrees that the DebenturesPreferred Stock, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby by the Registration Rights Agreement and sold in accordance with an effective such Registration Statement, certificates and other instruments representing any of the Securities certificate for the Shares shall bear a restrictive legend in substantially the following form (and a stop-stop- transfer order may be placed against transfer of any such Securitiesthe Preferred Stock and the shares of Common Stock): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN A TRANSACTION NOT SUBJECT TO, RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN ACCORDANCE WITH APPLICABLE STATE THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANYCORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Restrictive Legend. The Buyer acknowledges Lenders acknowledge and agrees agree that the Debentures, andClass D Notes and the Commitment Shares (together with the Common Shares issuable upon conversion of the Commitment Shares), until such time as the shares of Common Stock issuable upon conversion of the Commitment Shares have been registered under the 1933 Act as contemplated hereby by the Registration Rights Agreement and sold in accordance with an effective Registration Statement, certificates the Certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such SecuritiesSecurities or Shares): THIS SECURITY HAS THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED OR SOLD EXCEPT PURSUANT TO FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT.

Restrictive Legend. The Buyer acknowledges and agrees that the Debentures, andPurchasers understand that, until such time as the Registration Statement has been declared effective (with respect to the Conversion Shares) or the Preferred Shares have been registered or Conversion Shares may be sold pursuant to Rule 144 under the 1933 Securities Act without any restriction as contemplated hereby and sold in accordance with an effective Registration Statementto the number of securities as of a particular date that can then be immediately sold, the certificates and or other instruments representing any of the Securities Preferred Shares and Conversion Shares, and all certificates or other instruments issued in exchange therefore or in substitution thereof, shall bear a restrictive legend in substantially the following form (and a stop-stop- transfer order may be placed against transfer of any such Securitiesthe certificates for the Conversion Shares): EXHIBIT 10.1 “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMUNDER SAID ACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTOR OTHER EVIDENCE, THE SUBSTANCE OF WHICH SHALL BE IN FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”