Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. Each certificate representing the Purchased Shares shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate The Shares have not been registered under the Act and may not be resold in the United States unless registered or an exemption from registration is available. Company is required to refuse to register any transfer of the Conversion Shares not made pursuant to registration under the Act or an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Purchased Shares shall be endorsed with will bear a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDED (THE “ACT”) OR UNDER THE ANY U.S. STATE SECURITIES LAWS OF ANY STATE. THIS SECURITY LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE TRANSFERRED, OFFERED OR SOLD, OFFERED FOR SALEDIRECTLY OR INDIRECTLY, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (1) UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE HEDGING TRANSACTIONS INVOLVING THE SECURITIES LAWS OR (3) DELIVERY TO MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDACT. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Certificates representing Conversion Shares to ADSs, the Company shall take all actions necessary will be issued without such legend or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at Investor’s option issued by electronic delivery at the time applicable balance account at DTC, if either (i) the Purchased Conversion Shares are registered for resale under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant (ii) Investor provides an opinion of its counsel to an exemption from registration under the Securities Acteffect that the Conversion Shares may be issued without restrictive legend.

Restrictive Legend. Each certificate The Secretary of the Company shall endorse all certificates representing Shares owned by the Purchased Shareholder and all certificates representing Shares shall be endorsed issued or transferred after this Agreement is entered into with the following legend: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”) "), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY APPLICABLE STATE LAW, AND NO INTEREST MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALEDISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF OTHERWISE TRANSFERRED UNLESS (1a) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (2b) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (c) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY THAT SUCH REGISTRATION AND THE SHAREHOLDER, A COPY OF WHICH IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION ON FILE WITH THE SECRETARY OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities ActTHE COMPANY.

Restrictive Legend. Each certificate representing the Purchased Shares ------------------ Series A Preferred Stock or any other securities issued in respect of the Series A Preferred Stock or upon the conversion thereof, shall be endorsed stamped or otherwise imprinted with a legend in the following legendform, in addition to any legend required pursuant to applicable state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED), AS AMENDED (THE “ACT”) NOR QUALIFIED OR OTHERWISE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. THIS SECURITY THESE SECURITIES HAVE BEEN ACQUIRED ONLY FOR INVESTMENT AND MAY NOT BE TRANSFERREDOFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED PLEDGED, OR HYPOTHECATED: OTHERWISE DISPOSED OF OR HYPOTHECATED (a) IN THE ABSENCE OF BOTH (1i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTSECURITIES ACT OF 1933 (AS AMENDED), AND (2ii) AN EXEMPTION EFFECTIVE QUALIFICATION OR QUALIFICATION REGISTRATION UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR (3b) DELIVERY TO UNLESS AN EXEMPTION FROM ANY SUCH REGISTRATIONS OR QUALIFICATIONS IS AVAILABLE AND THE COMPANY OF ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH REGISTRATION IS REGISTRATIONS OR QUALIFICATIONS ARE NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate representing (i) the Purchased Shares Restricted Securities and (ii) any other securities issued in respect of the Restricted Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 2.3 below) be endorsed stamped or otherwise imprinted with a legend in the following legend: form (in addition to any legend required under applicable state securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE"). THIS SECURITY SUCH SHARES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION UNLESS THE TRANSFER IS NOT REQUIREDIN ACCORDANCE WITH RULE 144 OR SIMILAR RULE. ANY ATTEMPT THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFERCERTAIN RESTRICTIONS, SELLINCLUDING TRANSFERABILITY AND VOTING, PLEDGE OR HYPOTHECATE THIS SECURITY AS SET FORTH IN VIOLATION THE REGISTRATION RIGHTS AGREEMENT, A COPY OF THESE RESTRICTIONS SHALL WHICH MAY BE VOIDOBTAINED FROM THE COMPANY. Following a request from the Purchaser in connection with its conversion The Investors and Holders of the Purchased Shares Restricted Securities consent to ADSs, the Company shall take all actions necessary or appropriate making a notation on its records and giving instructions to remove any transfer agent regarding the foregoing legend from any certificate(s) (including any ADS) representing Restricted Securities in order to implement the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis Section 2.

Restrictive Legend. Each certificate The Securities have not been registered under the Act and may not be resold in the United States unless registered or an exemption from registration is available. Company is required to refuse to register any transfer of the Conversion Shares not made pursuant to registration under the Act or an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Purchased Shares shall be endorsed with Securities will bear a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDED (THE “ACT”) OR UNDER THE ANY U.S. STATE SECURITIES LAWS OF ANY STATE. THIS SECURITY LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE TRANSFERRED, OFFERED OR SOLD, OFFERED FOR SALEDIRECTLY OR INDIRECTLY, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (1) UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE HEDGING TRANSACTIONS INVOLVING THE SECURITIES LAWS OR (3) DELIVERY TO MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDACT. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Certificates representing Conversion Shares to ADSs, the Company shall take all actions necessary will be issued without such legend or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at Investor’s option issue electronic delivery at the time applicable balance account at DTC, if either (i) the Purchased Conversion Shares are registered for resale under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant (ii) Investor provides an opinion of its counsel to an exemption from registration under the Securities Acteffect that the Conversion Shares may be issued without restrictive legend.

Restrictive Legend. Each certificate representing (a) nLight Holdings’ Stock, (b) the Purchased Shares Founders’ Stock, (c) the Preferred Stock, (d) the Lender Warrant Stock, (e) shares of the Company’s Common Stock issued upon conversion of the Preferred Stock, and (f) any other securities issued in respect of the shares described in (a), (b), (c) and (d) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be endorsed stamped or otherwise imprinted with a legend in substantially the following legend: form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE ). THESE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SECURITIES ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE . COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES LAWS OR (3) DELIVERY AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY SECRETARY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT ITS PRINCIPAL EXECUTIVE OFFICES. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following Each Party and Holder consents to the Company making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares Preferred Stock or the Common Stock in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis Agreement.

Restrictive Legend. Each certificate representing the Purchased Shares shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the The Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADSADRs) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate representing the Purchased Shares Registrable Securities shall be endorsed with bear a legend substantially in the following legendform: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED ASSIGNED OR HYPOTHECATED: IN THE ABSENCE OF (1) HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO SALE, TRANSFER, SELL, PLEDGE ASSIGNMENT OR HYPOTHECATE THIS SECURITY IN VIOLATION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THESE RESTRICTIONS SHALL BE VOID. Following a request SUCH ACT.” The foregoing legend shall be removed from the Purchaser in connection with its conversion certificates representing any Registrable Securities, at the request of the Purchased Shares to ADSsholder thereof, and the Company shall take all actions necessary or appropriate issue a certificate without such legend to remove the foregoing legend from any certificate(sholder of the Registrable Securities if (i) (including any ADS) representing the Purchased Shares at the time the Purchased Shares those securities are registered under the Securities Act and sold pursuant to Act, (ii) such registration, or are sold or to be sold under holder satisfies the requirements of Rule 144 under the Securities Act, Act or otherwise in connection (iii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer pursuant to an exemption from of those securities may be made without registration under the Securities Actor qualification.

Restrictive Legend. Each On the Closing Date, the certificate representing the Purchased Shares shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of Distribution Compliance Period (as defined below), the Purchased Shares to ADSs, legend set forth above shall be removed and the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) issue a certificate representing the Purchased Shares at without such legend to the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities ActPurchaser.

Restrictive Legend. Each certificate representing the Purchased Shares Series ------------------ A Preferred Stock or any other securities issued in respect of the Series A Preferred Stock or upon the conversion thereof, shall be endorsed stamped or otherwise imprinted with a legend in the following legendform, in addition to any legend required pursuant to applicable state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED), AS AMENDED (THE “ACT”) NOR QUALIFIED OR OTHERWISE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. THIS SECURITY THESE SECURITIES HAVE BEEN ACQUIRED ONLY FOR INVESTMENT AND MAY NOT BE TRANSFERREDOFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED PLEDGED, OR HYPOTHECATED: OTHERWISE DISPOSED OF OR HYPOTHECATED (a) IN THE ABSENCE OF BOTH (1i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTSECURITIES ACT OF 1933 (AS AMENDED), AND (2ii) AN EXEMPTION EFFECTIVE QUALIFICATION OR QUALIFICATION REGISTRATION UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR (3b) DELIVERY TO UNLESS AN EXEMPTION FROM ANY SUCH REGISTRATIONS OR QUALIFICATIONS IS AVAILABLE AND THE COMPANY OF ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH REGISTRATION IS REGISTRATIONS OR QUALIFICATIONS ARE NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate representing (i) the Purchased Shares Debentures, (ii) shares of the Company’s Common Stock issued upon conversion of the Debentures, or (iii) any other securities issued in respect of the Debentures or the Common Stock issued upon conversion of the Debentures upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 7.4 below) be endorsed stamped or otherwise imprinted with a legend in substantially the following legend: form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE ). THESE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERREDOFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF TRANSFERRED UNLESS (1I) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS ACT IS EFFECTIVE COVERING SUCH TRANSFER OR (3II) DELIVERY TO THE COMPANY OF THERE IS AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION AN EXEMPTION THEREFROM IS NOT REQUIREDAVAILABLE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE RESTRICTIONS SHALL SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE VOIDOBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. Following Each Holder consents to the Company’s making a request from notation on its records and giving instructions to any transfer agent of the Purchaser in connection with its Common Stock issuable upon conversion of the Purchased Shares Debentures in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis Section.

Restrictive Legend. Each certificate or uncertificated share representing the Purchased Shares shall Registrable Securities shall, except as otherwise provided in this Section 2, be endorsed stamped or otherwise imprinted or notated, as applicable, with a legend substantially in the following legend: form (in addition to any legend required under applicable state securities laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THIS SECURITY SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED: HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACTSECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, (2) OR AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO FROM THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following REQUIREMENTS THEREOF.” Upon request of a request from the Purchaser in connection with its conversion holder of the Purchased Shares to ADSssuch Registrable Securities, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant certificate or uncertificated shares or issue to such registrationholder a new certificate or uncertificated shares therefor free of such legend if there is an effective registration statement covering the securities represented by such certificate or uncertificated shares or, with such request, the Company shall have received either the opinion of counsel or are sold no-action letter referred to in Section 2.2 (unless such opinion of counsel or no-action letter is not required by Section 2.2), subject in each case to be sold under Rule 144 under the Securities Actcontinued effectiveness of such registration statement, opinion of counsel or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actno-action letter.

Restrictive Legend. Each certificate representing the Purchased shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be endorsed stamped or otherwise imprinted with a legend in substantially the following legend: THE form (in addition to any legend required under applicable state securities laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THIS SECURITY THEY MAY NOT BE TRANSFERRED, SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: SALE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY AS TO THE COMPANY OF SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT IN ADDITION, THESE SECURITIES ARE SUBJECT TO TRANSFERRESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, SELL1998, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION A COPY OF THESE RESTRICTIONS SHALL BE VOIDWHICH IS ON FILE AT THE COMPANY'S OFFICES. Following a request from At any time after the Purchaser in connection with its conversion of the Purchased EcoScience Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are have been registered under the Securities Act and sold pursuant to such registration, or are sold shall be tradable without restriction under this Agreement or to be sold under any Rule 144 or Regulation promulgated under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under Seller shall, at Purchaser's request, exchange the Securities Actcertificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing the Purchased Shares Series A ------------------ Preferred Stock or any other securities issued in respect of the Series A Preferred Stock or upon the conversion thereof, shall be endorsed stamped or otherwise imprinted with a legend in the following legendform, in addition to any legend required pursuant to applicable state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED), AS AMENDED (THE “ACT”) NOR QUALIFIED OR OTHERWISE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. THIS SECURITY THESE SECURITIES HAVE BEEN ACQUIRED ONLY FOR INVESTMENT AND MAY NOT BE TRANSFERREDOFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED PLEDGED, OR HYPOTHECATED: OTHERWISE DISPOSED OF OR HYPOTHECATED (a) IN THE ABSENCE OF BOTH (1i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTSECURITIES ACT OF 1933 (AS AMENDED), AND (2ii) AN EXEMPTION EFFECTIVE QUALIFICATION OR QUALIFICATION REGISTRATION UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR (3b) DELIVERY TO UNLESS AN EXEMPTION FROM ANY SUCH REGISTRATIONS OR QUALIFICATIONS IS AVAILABLE AND THE COMPANY OF ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH REGISTRATION IS REGISTRATIONS OR QUALIFICATIONS ARE NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate representing the Purchased Shares Securities shall (unless otherwise permitted by the provisions of Section 6.9 below) be endorsed stamped or otherwise imprinted with a legend in the following legend: form (in addition to any legend required under applicable state securities laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE ). SUCH [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, TRANSFERRED OR PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (1) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) OR OTHER EVIDENCE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT IN THE EVENT OF A PUBLIC OFFERING, A COPY OF WHICH IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION ON FILE WITH THE SECRETARY OF THESE RESTRICTIONS SHALL BE VOID. Following THE COMPANY.” UABRF consents to Fluidigm making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares Securities in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities ActSections 6.7 through 6.10 of this Agreement.

Restrictive Legend. Each certificate representing (i) the Purchased Shares shares of BigHub Common Stock to be issued hereunder, or (ii) any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger consolidation or similar event, shall be endorsed stamped or otherwise imprinted with a legend in the following legend: form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE AMENDED. SUCH SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY AS TO THE COMPANY OF SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE RESTRICTIONS SHALL SHARES MAY BE VOIDOBTAINED 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. Following Sellers consent to BigHub making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares BigHub Common Stock in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis Section 10.

Restrictive Legend. Each The certificate or certificates representing the Purchased Shares and the Warrant Shares shall each be endorsed with subject to the following legendlegend restricting transfer under the Securities Act: THE SECURITIES TRANSACTION IN WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE WERE ACQUIRED WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTSECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (2B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPTION OR QUALIFICATION EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (3) DELIVERY AND FOR WHICH, SUBJECT TO THE COMPANY OF LIMITED EXCEPTIONS, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY THAT TO SUCH REGISTRATION IS NOT REQUIREDEFFECT HAS BEEN PROVIDED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request The Company shall remove this legend from the Purchaser in connection with its conversion certificate or certificates representing any of the Purchased Shares to ADSs, or the Company shall take all actions necessary or appropriate to remove Warrant Shares upon the foregoing legend from any certificate(s) (including any ADS) representing termination of the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant restrictions on transferability with respect to such registrationShares or Warrant Shares, or are sold or to be sold under Rule 144 under in accordance with the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actlast sentence of Section 8.4.

Restrictive Legend. (a) Each certificate representing the Purchased Shares shall be endorsed with Securities owned by any Stockholder will include the following legendlegend (in addition to such legends as may be appropriate under applicable securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 29, 1997, AS FROM TIME TO TIME AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM ▇▇▇▇▇▇ TECHNOLOGIES, INC. (b) Each certificate representing Securities owned by any Stockholder or any Transferee thereof (other than shares that have been sold pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Act) will (unless otherwise permitted by the provisions of Section 2.2(c)) include a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THE SECURITIES LAWS OF ANY STATE. REPRESENTED BY THIS SECURITY CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT, (2) OR AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR THEREFROM. (3c) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFERAny Stockholder may, SELLupon providing evidence (which, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from if required by the Purchaser Company, may include an opinion of counsel) reasonably satisfactory to the Company, that such Securities either are not "restricted securities" (as defined in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary Rule 144) or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and may be sold pursuant to Rule 144(k), exchange the certificate representing such registration, or are sold or Securities for a new certificate that does not bear a legend relating to be sold under Rule 144 restrictions under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actsecurities laws.

Restrictive Legend. (a) Each certificate representing the Purchased Shares shall be endorsed with Common Stock owned by any Stockholder will include the following legendlegend (in addition to such legends as may be appropriate under applicable securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 29, 1997, AS FROM TIME TO TIME AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM FRISBY TECHNOLOG▇▇▇, ▇NC." (b) Each certificate representing Common Stock owned by any Stockholder or any Transferee thereof (other than shares that have been sold pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Act) will (unless otherwise permitted by the provisions of Section 2.2(c)) include a legend substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THE SECURITIES LAWS OF ANY STATE. REPRESENTED BY THIS SECURITY CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT, (2) OR AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR THEREFROM." (3c) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFERAny Stockholder may, SELLupon providing evidence (which, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from if required by the Purchaser in connection with its conversion Company, may include an opinion of the Purchased Shares counsel) reasonably satisfactory to ADSs, the Company shall take all actions necessary that such Common Stock either are not "restricted securities" (as defined in Rule 144) or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and may be sold pursuant to Rule 144(k), exchange the certificate representing such registration, or are sold or Common Stock for a new certificate that does not bear a legend relating to be sold under Rule 144 restrictions under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actsecurities laws.

Restrictive Legend. Each certificate representing The Purchaser acknowledges and agrees that, until such time as the Purchased Shares shall be endorsed have been registered under the Securities Act in accordance with the terms of the Registration Rights Agreement or sold in accordance with Section 4(a), the Shares shall bear a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATEAMENDED. THIS SECURITY THEY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, HYPOTHECATED OR HYPOTHECATED: OTHERWISE TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR, IF PERMITTED UNDER THE ACTTERMS OF THE SUBSCRIPTION AGREEMENT DATED AS OF 2 MAY 2005, (2) PURSUANT TO AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDCOMPANY. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, The legend set forth above shall be removed and the Company shall take all actions necessary or appropriate issue a certificate without such legend to remove the foregoing legend from holder of any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are Share upon which it is stamped, if such Share is registered for sale under an effective registration statement filed under the Securities Act and sold pursuant to the Registration Rights Agreement or if such registration, or Shares are sold or proposed to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under as provided in this Agreement and the Securities ActCompany receives an opinion of counsel with respect to compliance with such exemption. The Purchaser agrees to sell all Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

Restrictive Legend. Each certificate representing any Ordinary Shares received by the Purchased Shares Purchaser after conversion of the Convertible Notes on, and subject to, the terms and conditions set forth in the applicable Convertible Notes shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATEOTHER JURISDICTIONS. THIS SECURITY THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, SECURITIES ACT OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR LAWS, AND (3B) DELIVERY TO UNLESS IN COMPLIANCE WITH THE CONVERTIBLE NOTES SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AND SERENE VIEW LIMITED, DATED SEPTEMBER 4, 2019 (THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED“SUBSCRIPTION AGREEMENT”). ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS OR ANY OTHER RESTRICTIONS SET FORTH IN THE SUBSCRIPTION AGREEMENT SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate Purchaser understands and agrees that a legend in substantially the following form will be placed on the certificates or other documents representing the Purchased Shares shall be endorsed with the following legendSecurities: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS (i) OR THE OFFER AND SALE IS REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3ii) DELIVERY THE OFFER AND SALE IS EXEMPT FROM SECURITIES ACT REGISTRATION AND THE TERMS OF SECTION 7.1 OF THE SECURITIES PURCHASE AGREEMENT PURSUANT TO WHICH THE COMPANY SECURITIES WERE ORIGINALLY PURCHASED HAVE BEEN COMPLIED WITH. (A COPY OF AN OPINION THE SECURITIES PURCHASE AGREEMENT IS ON FILE AT THE CORPORATE OFFICE OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of CORPORATION.) Certificates evidencing the Purchased Shares Securities shall not be required to ADSs, the Company shall take all actions necessary contain such legend or appropriate to remove the foregoing any other legend from any certificate(s(A) (including any ADS) representing the Purchased Shares at the time the Purchased Shares after such securities are registered for resale under the Securities Act and sold Act, (B) following any sale of such securities pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration (C) if such securities are eligible for sale under Rule 144(k) under the Securities Act, or (D) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Staff of the SEC).

Restrictive Legend. Each certificate representing (i) the Purchased Shares, or (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be endorsed stamped or otherwise imprinted with legends in the following legendform: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY SUCH SHARES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY ACCEPTABLE TO IT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY THAT SUCH REGISTRATION AND THE HOLDER, A COPY OF WHICH IS NOT REQUIREDON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following Each Purchaser consents to the Company making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares in order to ADSs, implement the restrictions on transfer established in this Section 7. The Company shall take all actions necessary or appropriate agrees to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or cause new certificates to be sold under Rule 144 under issued without any such legend to any Purchaser and such notation to be removed upon request by such Purchaser when reasonable in light of the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration then general practice under the Securities Act.

Restrictive Legend. Each certificate (a) All certificates or other instruments representing the Purchased Shares shall be endorsed with subject to this Agreement currently bear legends substantially to the following legendeffect: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY STATE OR OTHER JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) DELIVERY TO THE UNLESS COMPANY OF RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. ANY ATTEMPT THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO TRANSFERCERTAIN AGREEMENTS WITH RESPECT TO THE TRANSFER THEREOF IN ACCORDANCE WITH THE STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, SELLDATED AS OF OCTOBER 2, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID2006, BETWEEN ▇▇▇▇▇▇▇▇▇ WORLD INDUSTRIES, INC. Following a AND THE ▇▇▇▇▇▇▇▇▇ WORLD INDUSTRIES, INC. ASBESTOS PERSONAL INJURY SETTLEMENT TRUST. (b) Upon request from the Purchaser in connection with its conversion of the Investor, the Trust shall cooperate in good faith with the Investor to induce the Company to remove such legends from any certificate for Purchased Shares to ADSs, be transferred in accordance with the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actterms of this Agreement.

Restrictive Legend. Each certificate representing (i) the Purchased Shares Series ------------------ - A Preferred, (ii) the Series B Preferred, (iii) the Series C Preferred, (iv) the -- --- -- Company's Common Stock issued upon conversion of the Series A, B or C Preferred, or (iv) any other securities issued in respect of the Series A, B or C Preferred -- or the Common Stock issued upon conversion of the Series A, B or C Preferred, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act or sold pursuant to Rule 144 or Regulation A thereunder) be endorsed stamped or otherwise imprinted with a legend in the following legend: THE form (in addition to any legend required under applicable state securities laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THIS SECURITY THEY MAY NOT BE TRANSFERRED, SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: SALE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, (2) SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT FROM SUCH REGISTRATION IS NOT REQUIREDUNDER SAID ACT. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following Upon request of a request from the Purchaser in connection with its conversion holder of the Purchased Shares to ADSssuch a certificate, the Company shall take all actions necessary or appropriate to remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any certificate(s) (including transfer legend, if, with such request, the Company shall have received the opinion referred to in Section 8.4 to the effect that any ADS) representing transfer by such holder of the Purchased Shares at the time the Purchased Shares are registered under securities evidenced by such certificate will not violate the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actapplicable state securities laws.

Restrictive Legend. Each certificate representing (i) the Purchased Shares Shares, ------------------ or (ii) shares of the Company's Common Stock issued upon conversion of Preferred, or (iii) any other securities issued in respect of Preferred or the Common Stock issued upon conversion of preferred, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES AND THE SHARES OF COMMON STOCK OF APPLIED MICRO CIRCUITS CORPORATION (THE "COMPANY") INTO WHICH THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE 1933 NOR ANY STATE SECURITIES LAWS OF ANY STATELAWS. THIS SECURITY THEY MAY NOT BE TRANSFERREDPLEDGED, SOLD, OFFERED FOR SALE, PLEDGED ASSIGNED OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY AS TO THE COMPANY OF SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT THE COMPANY'S PURCHASE AGREEMENT DATED AS OF SEPTEMBER 16, 1987 WITH THE PURCHASERS (AS IDENTIFIED THEREIN) -- CONTAINS ADDITIONAL PROVISIONS PERTAINING TO TRANSFERTHE TRANSFER OF, SELLAND RIGHTS ASSOCIATED WITH, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION THESE SECURITIES AND SUCH COMMON STOCK. A COPY OF THESE RESTRICTIONS SHALL BE VOIDSUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY'S PRINCIPAL OFFICES. Following Upon request of a request from the Purchaser in connection with its conversion holder of the Purchased Shares to ADSssuch a certificate, the Company shall take all actions necessary or appropriate to remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any certificate(stransfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 8.4(i) (including or the "no-action" letter referred to in Section 8.4(ii) to the effect that any ADS) representing transfer by such holder of the Purchased Shares at the time the Purchased Shares are registered under securities evidenced by such certificate will not violate the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actapplicable state securities laws.

Restrictive Legend. Each certificate representing any Ordinary Shares received by the Purchased Shares Purchaser after conversion of the Convertible Notes on, and subject to, the terms and conditions set forth in the applicable Convertible Notes shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATEOTHER JURISDICTIONS. THIS SECURITY THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, SECURITIES ACT OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR LAWS, AND (3B) DELIVERY TO UNLESS IN COMPLIANCE WITH THE CONVERTIBLE NOTES SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AND ▇▇▇▇▇ RIVER INVESTMENT LIMITED, DATED SEPTEMBER 4, 2019 (THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED“SUBSCRIPTION AGREEMENT”). ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS OR ANY OTHER RESTRICTIONS SET FORTH IN THE SUBSCRIPTION AGREEMENT SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate representing (i) the Purchased Shares and the Preferred Shares and (ii) any other securities issued in respect of the Shares or the Preferred Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 1.4 below) be endorsed stamped or otherwise imprinted with the following legend: legend or legends to the following effect (in addition to any legend required under applicable state securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY SUCH SHARES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE EXHIBIT 10.4 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 CLERK OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THESE RESTRICTIONS SHALL BE VOID. Following THE COMPANY." Each Investor consents to the Company making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares Restricted Securities to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis Agreement.

Restrictive Legend. Each certificate representing the Purchased Shares shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the The Company shall take all actions necessary or appropriate reasonable efforts to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities ActAct (including any conversion of the Purchased Shares into ADSs), or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate representing Kolomoisky acknowledges and agrees that, until such time as the Purchased CME Shares to be issued hereunder, if applicable, shall have been registered under the Securities Act in accordance with the terms of the Registration Rights Agreement or sold in accordance with Clause 10.1, such CME Shares shall be endorsed with bear a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATEAMENDED. THIS SECURITY THEY MAY NOT BE TRANSFERREDOFFERED, SOLD, OFFERED FOR SALEPLEDGED, PLEDGED HYPOTHECATED OR HYPOTHECATED: OTHERWISE TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR, IF PERMITTED UNDER THE ACTTERMS OF THE ASSIGNMENT AGREEMENT DATED AS OF JANUARY 31, (2) 2008, PURSUANT TO AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDCENTRAL EUROPEAN MEDIA ENTERPRISES LTD. ANY ATTEMPT TO TRANSFEROR OTHERWISE AS PERMITTED BY LAW. The legend set forth above shall be removed and CME Ltd. shall issue a certificate without such legend to the holder of any CME Share upon which it is stamped, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are if such CME Share is registered for sale under an effective registration statement filed under the Securities Act and sold pursuant to the Registration Rights Agreement or if such registration, or CME Shares are sold or proposed to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under and CME Ltd. receives an opinion of counsel reasonably satisfactory to it with respect to compliance with such exemption. Kolomoisky agrees to sell all CME Shares, including those represented by a certificate(s) from which the Securities Actlegend has been removed, in compliance with applicable prospectus delivery requirements, if any.

Restrictive Legend. Each certificate representing (i) the Purchased Shares, (ii) the Conversion Stock or (iii) any other securities issued in respect of the Shares or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 3.3 below) be endorsed stamped or otherwise imprinted with a legend in the following legend: form (in addition to any legend required under applicable state securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATEAMENDED. THIS SECURITY SUCH SHARES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION 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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDSECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following The Purchasers and Holders consent to the Company making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares or the Conversion Stock in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis Section 3.

Restrictive Legend. Each certificate representing the Purchased Shares, or shares of Common Stock issued upon exercise of the warrants under the Warrant Agreement, or any other securities issued in respect of the Preferred Shares or the Common Stock issued upon exercise of the warrants under the Warrant Agreements, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be endorsed stamped or otherwise imprinted with a legend in the following legend: THE form (in addition to any legend required under applicable state securities laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THIS SECURITY THEY MAY NOT BE TRANSFERRED, SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: SALE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SECURITIES UNDER THE ACT, (2) AN EXEMPTION SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a Upon request from the Purchaser in connection with its conversion of the Purchased Shares to ADSsPurchaser, the Company shall take all actions necessary or appropriate to remove the foregoing legend from the certificate or issue thereto a new certificate therefor free of any certificate(stransfer legend provided that the Company receives either the opinion referred to in section 8.4(i) (including or the "no-action" letter referred to in section 8.4(ii) to the effect that any ADS) representing transfer by Purchaser of the Purchased Shares at the time the Purchased Shares are registered under securities evidenced by such certificate will not violate the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actapplicable state securities laws.

Restrictive Legend. Each certificate The Shares have not been registered under the Act and may not be resold in the United States unless registered or an exemption from registration is available. Company is required to refuse to register any transfer of the Conversion Shares not made pursuant to registration under the Act or an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Purchased Shares shall be endorsed with will bear a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDED (THE “ACT”) OR UNDER THE ANY U.S. STATE SECURITIES LAWS OF ANY STATE. THIS SECURITY LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE TRANSFERRED, OFFERED OR SOLD, OFFERED FOR SALEDIRECTLY OR INDIRECTLY, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (1) UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE HEDGING TRANSACTIONS INVOLVING THE SECURITIES LAWS OR (3) DELIVERY TO MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDACT. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary Share certificates will be issued without such legend or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at Lender’s option issued via electronic delivery at the time applicable balance account at DTC, if either (i) the Purchased Shares are registered for resale under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant (ii) Lender provides an opinion of its counsel to an exemption from registration under the Securities Acteffect that the Shares may be issued without restrictive legend.

Restrictive Legend. Each certificate representing the Purchased This Warrant, any Warrant issued upon transfer of this Warrant and any Warrant Shares issued upon exercise of this Warrant or any portion thereof shall be endorsed imprinted with the following legend, in addition to any legend required under applicable state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AMENDED, OR UNDER THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE. THIS SECURITY LAWS, AND MAY NOT BE SOLD, TRANSFERRED, SOLDPLEDGED, OFFERED FOR SALE, PLEDGED HYPOTHECATED OR HYPOTHECATED: OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION REQUIREMENTS OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) SUCH ACT AND SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDTHEREFROM. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOIDThe legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Following a Upon request from the Purchaser in connection with its conversion of the Purchased Shares to ADSsholder of a Common Stock certificate, the Company shall take all actions necessary or appropriate issue to remove that holder a new certificate free of the foregoing legend from any certificate(s) (including any ADS) representing legend, if, with such request, such holder provides the Purchased Shares at Company with an opinion of counsel reasonably acceptable to the time Company to the Purchased Shares are registered under effect that the Securities Act and sold pursuant to securities evidenced by such registration, or are sold or to certificate may be sold without restriction under Rule 144 under the Securities Act, (or otherwise in connection with a transfer pursuant to an exemption from registration any other rule permitting resales of securities without restriction) promulgated under the Securities Act.

Restrictive Legend. Each certificate representing the Purchased Shares Securities (unless otherwise permitted by the provisions of Section 4 below) shall be endorsed stamped or otherwise imprinted with a legend in the following legend: form (in addition to any legend required under applicable state securities laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE “ACT”) SALE OR UNDER THE SECURITIES LAWS OF ANY STATEDISTRIBUTION THEREOF. THIS SECURITY SUCH SHARES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) THEREUNDER OR AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE FROM SUCH REGISTRATION.” In addition, for so long as the Securities are subject to the restrictions set forth in Section 2, each certificate representing the Securities shall be stamped or otherwise imprinted with a legend in the following form: “THE SECURITIES LAWS OR (3) DELIVERY REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY WILL MAIL TO THE COMPANY HOLDER OF AN OPINION THIS CERTIFICATE A COPY OF COUNSEL REASONABLY SATISFACTORY TO SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFERDATE OF MAILING, SELLWITHOUT CHARGE, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION PROMPTLY AFTER RECEIPT OF THESE RESTRICTIONS SHALL BE VOID. Following A WRITTEN REQUEST THEREFOR.” Each Investor consents to the Company making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares Restricted Securities in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer set forth in connection with a transfer pursuant to an exemption from registration under the Securities ActSection 2.

Restrictive Legend. Each certificate representing (i) the Purchased Shares, (ii) the Conversion Stock or (iii) any other securities issued in respect of the Shares or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 2.3 below) be endorsed stamped or otherwise imprinted with a legend in the following legend: form (in addition to any legend required under applicable state securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY SUCH SHARES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION 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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDSECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following The Investors and Holders consent to the Company making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares or the Conversion Stock in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis Section 2.

Restrictive Legend. Each certificate representing (i) the Purchased Shares shall Securities and (ii) any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (collectively the “Restricted Securities”), will (unless otherwise permitted by the provisions of this section) be endorsed stamped or otherwise imprinted with the following legenda legend required under applicable state securities laws and a legend substantially as follows: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY AND MAY NOT BE SOLD, TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED ASSIGNED OR HYPOTHECATED: IN THE ABSENCE OF (1) HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE ACT, (2) AN EXEMPTION TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO SALE, TRANSFER, SELL, PLEDGE ASSIGNMENT OR HYPOTHECATE THIS SECURITY IN VIOLATION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THESE RESTRICTIONS SHALL BE VOIDSUCH ACT. Following The Lender consents to the Company making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares Securities in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis section.

Restrictive Legend. Each certificate representing (i) the Purchased ------------------ Shares, (ii) the Conversion Stock or (iii) any other securities issued in respect of the Shares or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 2.3 below) be endorsed stamped or otherwise imprinted with a legend in the following legend: form (in addition to any legend required under applicable state or international securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY SUCH SHARES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED: TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION 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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDSECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following The Investors and Holders consent to the Company making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares or the Conversion Stock in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis Section 2.

Restrictive Legend. Each certificate representing the Purchased Shares shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS OR LAWS, (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED OR (4) COMPLIANCE WITH THE REQUIREMENTS OF RULE 144 UNDER THE ACT; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate representing (i) the Purchased Preferred Shares, or (ii) the Conversion Shares, or (iii) any other securities issued in respect of the Preferred Shares or the Conversion Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be endorsed stamped or otherwise imprinted with a legend in the following legend: THE form (in addition to any legend required under applicable state securities laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THIS SECURITY THEY MAY NOT BE TRANSFERRED, SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: SALE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY AS TO THE COMPANY OF SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following Upon request of a request from the Purchaser in connection with its conversion Holder of the Purchased Shares to ADSssuch a certificate, the Company shall take all actions necessary or appropriate to remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any certificate(stransfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 8.4(i) (including or the "no-action" letter referred to in Section 8.4(ii) to the effect that any ADS) representing transfer by such holder of the Purchased Shares at the time the Purchased Shares are registered under securities evidenced by such certificate will not violate the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actapplicable state securities laws.

Restrictive Legend. Each certificate representing (i) the Purchased Shares Preferred Stock, (ii) the Warrants, (iii) the Conversion Stock, (iv) the Notes, and (v) any other securities issued in respect of the Preferred Stock, the Warrants, or the Conversion Stock or the Notes upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) be endorsed stamped or otherwise imprinted with a legend in substantially the following legend: THE form (in addition to any legend required under applicable securities laws of any state or foreign jurisdiction), as and if appropriate. (a) “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE). THIS SECURITY THEY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, OR HYPOTHECATED: HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACTACT OR, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO IF REASONABLY REQUESTED BY THE COMPANY OF COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT .” (b) “THESE SECURITIES ARE SUBJECT TO TRANSFERCERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION A COPY OF THESE RESTRICTIONS SHALL BE VOID. Following WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) Each Holder consents to the Company’s making a request from the Purchaser in connection with notation on its conversion records and giving instructions to any transfer agent of the Purchased Shares Restricted Securities, in order to ADSs, implement the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise restrictions on transfer established in connection with a transfer pursuant to an exemption from registration under the Securities Actthis Agreement.

Restrictive Legend. Each certificate representing the Purchased Shares ------------------ Series A Preferred Stock or any other securities issued in respect of the Series A Preferred Stock or upon the conversion thereof, shall be endorsed stamped or otherwise imprinted with a legend in the following legendform, in addition to any legend required pursuant to applicable state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED), AS AMENDED (THE “ACT”) NOR QUALIFIED OR OTHERWISE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATESTATE OR OTHER JURISDICTION. THIS SECURITY THESE SECURITIES HAVE BEEN ACQUIRED ONLY FOR INVESTMENT AND MAY NOT BE TRANSFERREDOFFERED, SOLD, OFFERED FOR SALE▇▇▇▇▇▇▇▇▇▇▇, PLEDGED ▇▇▇▇▇▇▇, ▇▇ OTHERWISE DISPOSED OF OR HYPOTHECATED: HYPOTHECATED (a) IN THE ABSENCE OF BOTH (1i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTSECURITIES ACT OF 1933 (AS AMENDED), AND (2ii) AN EXEMPTION EFFECTIVE QUALIFICATION OR QUALIFICATION REGISTRATION UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR (3b) DELIVERY TO UNLESS AN EXEMPTION FROM ANY SUCH REGISTRATIONS OR QUALIFICATIONS IS AVAILABLE AND THE COMPANY OF ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH REGISTRATION IS REGISTRATIONS OR QUALIFICATIONS ARE NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate representing (i) the Purchased Shares shares of Series A Preferred, or (ii) Series A Conversion Shares, or (iii) any other securities issued in respect of the shares of Series A Preferred or the Series A Conversion Shares, upon any Adjustment Event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: THE form (in addition to any legend required under applicable state securities laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) 1933 OR UNDER THE APPLICABLE STATE SECURITIES LAWS OF ANY STATELAWS. THIS SECURITY THEY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY IN EFFECT WITH RESPECT TO THE COMPANY OF SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT REQUIRED PURSUANT TO TRANSFER, SELL, PLEDGE A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following APPLICABLE STATE SECURITIES LAWS Upon request of a request from the Purchaser in connection with its conversion holder of the Purchased Shares to ADSssuch a certificate, the Company shall take all actions necessary or appropriate to remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any certificate(stransfer legend, if with such request, the Company shall have received either the opinion referred to in Section 7.3(i) (including or the "no-action" letter referred to in Section 7.3(ii), to the effect that any ADS) representing transfer by such holder of the Purchased Shares at the time the Purchased Shares are registered under securities evidenced by such certificate will not violate the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actapplicable state securities laws.

Restrictive Legend. Each certificate representing The certificates evidencing the Purchased Shares shall be endorsed with bear (i) any legend required by the Company to maintain its status as a REIT and (ii) the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED legend until such time as (THE “ACT”A) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate to remove the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased such Shares are registered sold pursuant to an effective registration statement under the Securities Act and sold pursuant to Act, (B) such registration, or Shares are sold or to be sold under eligible for resale in reliance on paragraph (k) of Rule 144 under the Securities Act, or otherwise in connection with a (C) the Purchaser or any transferee thereof delivers an opinion of counsel reasonably acceptable to the Company to the effect that such legend is no longer required under the Securities Act: THESE SECURITIES WERE SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THESE SECURITIES ARE SUBJECT TO THE PROVISIONS OF THE STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 12, 2007, BY AND BETWEEN SPIRIT FINANCE CORPORATION AND ▇▇▇▇▇▇▇ HOLDCO, LLC AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. Notwithstanding the foregoing, for the avoidance of doubt, the Purchaser shall be entitled to make pro rata distributions of the Shares to its members without delivering an opinion of counsel if such transfer is registered under the Securities Act or made pursuant to an exemption from registration under the Securities Act.

Restrictive Legend. Each certificate representing (i) the Purchased Shares, (ii) the Company's Common Stock issued upon conversion of the Shares, or (iii) any other securities issued in respect of the Shares or the Common Stock issued upon conversion of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act or sold pursuant to Rule 144 or Regulation A thereunder) be endorsed stamped or otherwise imprinted with legends in the following legend: THE form (in addition to any legends required under applicable state securities laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THIS SECURITY THEY MAY NOT BE TRANSFERRED, SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: SALE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, (2) SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION OR QUALIFICATION FROM SUCH REGISTRATION UNDER APPLICABLE SAID ACT. THE SECURITIES LAWS OR (3) DELIVERY REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, A VOTING AGREEMENT AND OTHER CONDITIONS, AS SPECIFIED IN THE PREFERRED STOCK PURCHASE AND OPTION AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE COMPANY HOLDER OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDSECURITIES UPON WRITTEN REQUEST. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following Upon request of a request from the Purchaser in connection with its conversion holder of the Purchased Shares to ADSssuch a certificate, the Company shall take all actions necessary or appropriate to remove the first foregoing legend from the certificate or issue to such holder a new certificate therefor free of any certificate(s) (including transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 11.3 to the effect that any ADS) representing transfer by such holder of the Purchased Shares at the time the Purchased Shares are registered under securities evidenced by such certificate will not violate the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actapplicable state securities laws.

Restrictive Legend. Each certificate representing (a) the Purchased Convertible Shares, (b) the Ordinary Shares issued upon conversion of the Convertible Shares, or (c) any other securities issued in respect of the Convertible Shares or the Ordinary Shares issued upon conversion of the Convertible Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (collectively, the "Restricted Securities"), shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act or sold pursuant to Rule 144 or Regulation A thereunder) be endorsed stamped or otherwise imprinted with a legend in the following legend: THE form (in addition to any legend required under applicable state securities laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AMENDED, OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THIS SECURITY THEY MAY NOT BE TRANSFERRED, SOLD, SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: SALE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, (2) SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT FROM SUCH REGISTRATION IS NOT REQUIREDUNDER SAID ACT. ANY ATTEMPT TO TRANSFERUpon request of a holder of such a certificate, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from the Purchaser in connection with its conversion of the Purchased Shares to ADSs, the Company SRGL shall take all actions necessary or appropriate to remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any certificate(s) (including transfer legend, if, with such request, SRGL shall have received the opinion referred to in Section 6.10 to the effect that any ADS) representing transfer by such holder of the Purchased Shares at the time the Purchased Shares are registered under securities evidenced by such certificate will not violate the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities Actapplicable state securities Laws.

Restrictive Legend. Each certificate representing the Purchased Shares shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. Following a request from After the Closing, the Purchaser shall use reasonable efforts to deposit the Purchased Shares into a Regulation S restricted facility established by the depositary bank of the Company (the “Depositary”) in connection accordance with its conversion the terms and conditions agreed by the Parent and the Depositary, for delivery of ADSs representing the Purchased Shares to ADSs, the Company shall take all actions necessary or appropriate shareholders of the Purchaser to remove fulfill the foregoing legend from any certificate(s) (including any ADS) representing the Purchased Shares at the time the Purchased Shares are registered under the Securities Act and sold pursuant to such registration, or are sold or to be sold under Rule 144 under the Securities Act, or otherwise in connection with a transfer pursuant to an exemption from registration under the Securities ActAssured Entitlement Distribution.