Common use of Restrictive Legends Clause in Contracts

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. (a) Each warrant issued in substitution for all or part of this Warrant shall be stamped or otherwise imprinted with a legend appropriately referring to the foregoing restriction on transfer of the Warrants. (b) Except as otherwise permitted by this Section 2.2, each stock certificate representing OPTION GRANTOR for Warrant Shares issued to OPTION HOLDER hereunder, upon the exercise of any Warrant and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE REOFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD ONLY IF SO REGISTERED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR IF SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION ACT AND SUCH LAWS THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that:. (ic) Notwithstanding the reference foregoing, the Warrantholder may require the Company to the issue a stock certificate for Warrant Shares without such legend if such Warrant Shares have been registered for resale restrictions of under the Securities Act and state securities of 1933 or Blue Sky laws in the above legend shall be removed by delivery removal of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of otherwise appropriate under that Act and the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement rules and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13regulations thereunder.

Restrictive Legends. (a) Each certificate representing OPTION GRANTOR Common Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER (including any Warrant Shares, if any, delivered to OPTION GRANTOR at a Closing, ) shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933“Any sale, AS AMENDEDassignment, OR ANY STATE SECURITIES OR BLUE SKY LAWStransfer, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEpledge or other disposition of the shares represented by this certificate is restricted by, and the rights attaching to these shares are subject to, the terms and conditions contained in the Shareholders Agreement dated as of [ ], 2004, as they may be amended from time to time, which are available for examination by registered holders of shares at the registered office of the Company. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTThe registered holder of the shares represented by this certificate, DATED AS OF NOVEMBER 10by acquiring and holding such shares, 1995shall to the extent required under the Shareholders Agreement be deemed a party to such Shareholders Agreement for all purposes and shall be required to agree in writing to be bound by and perform all of the terms and provisions of such Shareholders Agreement, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTall as more fully provided therein. It is understood In addition, any transferee of the shares represented by this certificate shall to the extent required under the Shareholders Agreement be deemed to be a party to such Shareholders Agreement for all purposes and agreed that: shall be required by the transferring shareholder to agree in writing to acquire and hold such shares subject to all of the terms of such Agreement, all as more fully provided therein, which terms are to be enforced by the shareholders of the Company. The shares represented by this certificate have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or any U.S. state securities laws and may not be transferred, sold or otherwise disposed of unless (i) the reference to the resale restrictions of a registration statement is in effect under the Securities Act with respect to such shares, or (ii) a written opinion of counsel reasonably acceptable to the Company is provided to the Company to the effect that no such registration is required for such transfer, sale or disposal.” (b) Following termination of Section 2(a) hereof, the Company shall, promptly upon request and state securities surrender of the legended certificate, deliver a replacement certificate not containing the first paragraph of the legend above in exchange for the legended certificate. In the event that Common Shares are disposed of pursuant to an effective registration statement or, following an initial public offering, Rule 144 (or Blue Sky laws in any successor provision) under the above legend shall be removed by delivery of substitute certificate(s) without such reference Securities Act or if OPTION HOLDER or OPTION GRANTOR, as the case may be, Company shall have delivered received an opinion of counsel reasonably acceptable to the other party Company (or a copy of a “no action” or interpretive letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, Commission) to the effect that such legend is shares are eligible to be sold pursuant to paragraph (k) of Rule 144, the Company shall promptly upon request deliver a replacement certificate not required for purposes containing either paragraph of the Securities Act or such laws; (ii) legend above in exchange for the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13legended certificate.

Restrictive Legends. Each The Partnership Agreement, each certificate representing OPTION GRANTOR Shares (if any) for Class A Common Units initially issued upon the exercise of this Option and each certificate (if any) for Class A Common Units issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered a subsequent transferee of such Class A Common Units may be required to OPTION GRANTOR at a Closing, shall include bear a legend in respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees that, unless otherwise permitted by the provisions of this Section 10.2, such certificates shall bear on the face thereof a legend reading substantially the following formas follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLEACT. SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTPARTNERSHIP AGREEMENT OF ▇▇▇▇▇▇▇ BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 1018, 19952008 AND AS IT MAY BE AMENDED, A COPY AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTPARTNERSHIP. It is understood and agreed that: (i) NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. In the reference to the resale restrictions event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective under the Securities Act and state under any applicable securities laws or Blue Sky laws in the above event that the Partnership shall receive such certificates, legal opinions or other information as the Partnership may reasonably require to confirm that the legend on such Class A Common Units is not, or is no longer, necessary or required (including, without limitation, because of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall be removed by delivery of substitute certificate(sinstruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and the certificates (if any) evidencing such Class A Common Units or issue new certificates without such reference if OPTION HOLDER legend in lieu thereof, or OPTION GRANTORissue a replacement Option without the legend, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares Except as otherwise permitted by this Section 8, each Warrant originally issued and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, this Section 8 shall include be stamped or otherwise imprinted with a legend in substantially the following or a comparable form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933"This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933 and may not be transferred in the absence of such registration or an exemption therefrom under such Act." Except as otherwise permitted by this Section 8, AS AMENDED(a) each certificate for shares of Common Stock (or Other Securities) issued upon the exercise of any Warrant, OR ANY STATE SECURITIES OR BLUE SKY LAWSand (b) each certificate issued upon the direct or indirect transfer of any such Common Stock (or Other Securities) shall be stamped or otherwise imprinted with a legend in substantially the following or a comparable form: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and may not be transferred in the absence of such registration or an exception therefrom under such Act." The holder (or its transferee, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTas applicable) of any Restricted Securities shall be entitled to receive from the Company, DATED AS OF NOVEMBER 10without expense, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: new securities of like tenor not bearing the applicable legend set forth above in this Section 8 when such securities shall have been (ia) the reference to the resale restrictions of effectively registered under the Securities Act and state securities disposed of in accordance with the registration statement covering such Restricted Securities, (b) disposed of pursuant to the provisions of Rule 144 or Blue Sky laws any comparable rule under the Securities Act, or (c) when, in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an written reasonable opinion of counselindependent counsel for the holder thereof experienced in Securities Act matters, such restrictions are no longer required in form and substance satisfactory order to the other party, to the effect that such legend is not required for purposes of insure compliance with the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with including when the provisions of this Agreement Rule 144(k) or any comparable rule under the Securities Act have been satisfied). The Company will pay the reasonable fees and under circumstances that do not require the retention disbursements of such reference; and (iii) the legend shall be removed counsel for any holder of Restricted Securities in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering connection with all opinions rendered pursuant to Section 11 shall not be required to bear the legend set forth in this Section 138.

Restrictive Legends. Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing OPTION GRANTOR Shares for shares of Common Stock initially issued upon the exercise of any Warrant and each certificate for shares of Common Stock issued to OPTION HOLDER hereundera subsequent transferee of such certificate shall, and OPTION HOLDER Sharesunless otherwise permitted by the provisions of this Section 8.2, if any, delivered to OPTION GRANTOR at a Closing, shall include bear on the face thereof a legend in reading substantially the following formas follows: THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR BLUE SKY LAWSIN CONNECTION WITH, AND THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE REOFFERED EFFECTED WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR SOLD ONLY IF SO REGISTERED OR IF (B) AN EXEMPTION FROM SUCH THE REGISTRATION IS AVAILABLEREQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTThe Company need not register a transfer of this Warrant or the Warrant Shares unless the conditions specified in such legend are satisfied. In the event that a registration statement covering the Warrant Shares shall become effective under the 1933 Act and under any applicable state securities laws or in the event that the Company shall receive an opinion of counsel satisfactory to it that, DATED AS OF NOVEMBER 10in the opinion of such counsel, 1995such legend is not, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It or is understood no longer, necessary or required (including, without limitation, because of the availability of the exemption afforded by Rule 144 of the General Rules and agreed that: (i) the reference to the resale restrictions Regulations of the Securities Act and state securities Exchange Commission), the Company shall, or Blue Sky laws in shall instruct its transfer agents and registrars to, remove such legend from the above legend shall be removed by delivery of substitute certificate(s) certificates evidencing the Warrant Shares or issue new certificates without such reference if OPTION HOLDER or OPTION GRANTOR, as legend in lieu thereof. All fees and expenses of counsel in connection with the case may be, shall have delivered to the other party a copy of a letter from the staff rendition of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required provided for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 138.2 shall be paid by the holder.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares This Warrant shall (and each Warrant issued in ------------------- substitution for this Warrant issued pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT IS NOT TRANSFERABLE. ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT." Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD OR SOLD ONLY IF SO REGISTERED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR IF PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTACT." Notwithstanding the foregoing, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORWarrant Shares, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required been registered for purposes of resale under the Securities Act or such laws; sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) or (ii) the reference Warrantholder has received an opinion of counsel reasonably satisfactory to the provisions Company that such registration is not required with respect to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Warrant Shares.

Restrictive Legends. Each The Partnership Agreement, each certificate representing OPTION GRANTOR Shares (if any) for Class A Common Units initially issued upon the exercise of this Option and each certificate (if any) for Class A Common Units issued to OPTION HOLDER hereundera subsequent transferee of such Class A Common Units shall, and OPTION HOLDER Sharesunless otherwise permitted by the provisions of this Section 10.2, if any, delivered to OPTION GRANTOR at a Closing, shall include bear on the face thereof a legend in reading substantially the following formas follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLEACT. SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTPARTNERSHIP AGREEMENT OF ▇▇▇▇▇▇▇ BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 1018, 19952008 AND AS IT MAY BE AMENDED, A COPY AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTPARTNERSHIP. It is understood and agreed that: (i) NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. In the reference to the resale restrictions event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective under the Securities Act and state under any applicable State securities laws or Blue Sky laws in the above event that the Partnership shall receive such certificates, legal opinions or other information as the Partnership may reasonably require to confirm that the legend on such Class A Common Units is not, or is no longer, necessary or required (including, without limitation, because of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall be removed by delivery of substitute certificate(sinstruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and the certificates (if any) evidencing such Class A Common Units or issue new certificates without such reference if OPTION HOLDER legend in lieu thereof, or OPTION GRANTORissue a replacement Option without the legend, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to OPTION HOLDER hereunderany subsequent transferee of any such certificate, and OPTION HOLDER Sharesunless, if anyin each case, delivered such Warrant Stock is eligible for resale without registration pursuant to OPTION GRANTOR at a ClosingRule 144(k) or an effective registration statement under the Securities Act, shall include a legend in substantially bear the following formlegend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR SOLD ONLY IF SO REGISTERED OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR IF (B) THE COMPANY HAS RECEIVED AN EXEMPTION OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION IS AVAILABLEREGISTRATION. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT" The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: if (i) such Shares are registered for resale under the reference Securities Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the resale restrictions transferor is not an Affiliate of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(sCompany), (iii) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECShares are eligible for sale under Rule 144(k), or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that (iv) if such legend is not required for purposes under applicable requirements of the Securities Act or such laws; (ii) including controlling judicial interpretations and pronouncements issued by the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Commission).

Restrictive Legends. Each The Partnership Agreement, each certificate representing OPTION GRANTOR Shares (if any) for Class A Common Units initially issued upon the exercise of this Option and each certificate (if any) for Class A Common Units issued to OPTION HOLDER hereundera subsequent transferee of such Class A Common Units shall, and OPTION HOLDER Sharesunless otherwise permitted by the provisions of this Section 10.2, if any, delivered to OPTION GRANTOR at a Closing, shall include bear on the face thereof a legend in reading substantially the following formas follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLEACT. SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTPARTNERSHIP AGREEMENT OF ▇▇▇▇▇▇▇ BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 1018, 19952008 AND AS IT MAY BE AMENDED, A COPY AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTPARTNERSHIP. It is understood and agreed that: (i) NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. In the reference to the resale restrictions event that a registration statement covering any Class A Common Units issued or issueable upon exercise of this Option shall become effective under the Securities Act and state under any applicable State securities laws or Blue Sky laws in the above event that the Partnership shall receive such certificates, legal opinions or other information as the Partnership may reasonably require to confirm that the legend on such Class A Common Units is not, or is no longer, necessary or required (including, without limitation, because of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall be removed by delivery of substitute certificate(sinstruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and the certificates (if any) evidencing such Class A Common Units or issue new certificates without such reference if OPTION HOLDER legend in lieu thereof, or OPTION GRANTORissue a replacement Option without the legend, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares This Warrant shall (and each Warrant issued in substitution for this Warrant issued pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT." Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD OR SOLD ONLY IF SO REGISTERED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR IF PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTACT." Notwithstanding the foregoing, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORWarrant Shares, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required been registered for purposes of resale under the Securities Act or such laws; sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) or (ii) the reference Warrantholder has received an opinion of counsel reasonably satisfactory to the provisions Company that such registration is not required with respect to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Warrant Shares.

Restrictive Legends. Each certificate of the Investors hereby acknowledges and agrees that, during the term of this Agreement, each of the certificates or book-entry confirmations representing OPTION GRANTOR Shares issued or Warrants shall be subject to OPTION HOLDER hereunder, stop transfer instructions and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially the following formapplicable portion(s) of the legends set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWSAMENDED (THE “ACT”), AND MAY NOT BE REOFFERED TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR SOLD ONLY IF SO REGISTERED OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTTHEREUNDER.” In the event that any Shares, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: Warrants or Common Stock issuable upon exercise of the Warrants or upon conversion of convertible Indebtedness acquired by Stockholder in the Company Refinancing (i) the reference are no longer subject to the resale transfer restrictions set forth in this Agreement, (ii) are Transferred in a transaction registered under the Act, (iii) are Transferred in a transaction exempt from the registration requirements of the Securities Act Act, and state securities or Blue Sky laws in the above legend shall be removed by upon delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy Company of a letter from such documents as it may reasonably request with respect to such exemption, (iv) upon an Investor’s request and receipt by the staff Company and its transfer agent of the SEC, or an opinion of counsel, in form and substance Investor’s counsel reasonably satisfactory to the other party, Company and its transfer agent to the effect that a “private placement” legend is no longer required under the Act and applicable state laws or (v) upon an Investor’s request and receipt by the Company and its transfer agent of the certificate attached hereto as Exhibit A certifying that such shares of Common Stock are eligible for resale without limitation under Rule 144 (other than Company information requirements of Rule 144(c)), the Company shall promptly issue new certificates or book-entry confirmations representing such Shares or Warrants, at the expense of the Company. The Company shall cause its counsel to issue a legal opinion, if required (or requested by the Company’s transfer agent), to effect the removal of such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement notation, as applicable, in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance accordance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 132.2.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Parent hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10APRIL 5, 19952000, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each The restrictions noted in the Company’s records and any certificate or certificates representing OPTION GRANTOR the Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a bear the following legend in substantially the following formform (as well as any other legends required by applicable state and federal corporate securities laws) as reasonably deemed appropriate by the Company: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR ANY STATE SECURITIES IN CONNECTION WITH, THE SALE OR BLUE SKY LAWS, AND DISTRIBUTION OR OTHER TRANSFER THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE REOFFERED EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR SOLD ONLY IF SO REGISTERED THE COMPANY’S RECEIPT OF AN OPINION OF TRANSFEROR’S LEGAL COUNSEL STATING THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IF AN EXEMPTION THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION IS AVAILABLEREGISTRATION. SUCH IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER TERMS OF A RESTRICTED STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 1023, 19952009 AND MAY ONLY BE TRANSFERRED IN COMPLIANCE THEREWITH. Notwithstanding the foregoing, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: upon Stockholder’s request, promptly following the date that Shares may be sold under Rule 144 without volume restrictions or manner of sale limitations, the Company shall cause its legal counsel to issue a legal opinion to Stockholder (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend which opinion shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, reasonable in form and substance satisfactory to the other party, to the effect substance) that any and all certificates representing such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend Shares shall be removed by delivery issued free of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13all legends.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares This Warrant shall (and each Warrant issued in substitution for this Warrant issued pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.” Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD OR SOLD ONLY IF SO REGISTERED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR IF PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTACT.” Notwithstanding the foregoing, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORWarrant Shares, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required been registered for purposes of resale under the Securities Act or such laws; sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) or (ii) the reference Warrantholder has provided an opinion of counsel addressed to the provisions Company and reasonably satisfactory to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without Company that such reference if the shares have been sold or transferred in compliance registration is not required with the provisions of this Agreement and under circumstances that do not require the retention of respect to such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Warrant Shares.

Restrictive Legends. Each Any certificate representing OPTION GRANTOR or other document issued in respect of any Restricted Shares issued or Open Market Shares paid to OPTION HOLDER hereunderthe Asset Manager shall be endorsed with the legend set forth below, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially the following form: as appropriate: (i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR SOLD ONLY IF SO REGISTERED OR IF HYPOTHECATED (1) ABSENT AN EXEMPTION FROM EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT, (2) ABSENT AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY AND ITS COUNSEL, TO THE EFFECT THAT SUCH REGISTRATION IS AVAILABLE. NOT REQUIRED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR THAT SUCH TRANSACTION COMPLIES WITH THE RULES PROMULGATED BY THE SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE, OR (3) EXCEPT IN A TRANSACTION IN COMPLIANCE WITH RULE 144 UNDER THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such lawsSECURITIES ACT;” and (ii) the reference to the provisions to this Agreement in the above Any legend required by any applicable state securities law. NRE shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions maintain a copy of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed any amendments thereto on file in its entirety if the conditions in the preceding clauses (i) principal offices, and (ii) are both satisfied. In addition, will make such certificates shall bear copy available during normal business hours for inspection to any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant party hereto or will provide such copy to Section 11 shall not be required to bear the legend set forth in this Section 13each party or any transferee upon its or their request.

Restrictive Legends. Each certificate All certificates representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, the Stock shall include a legend have endorsed thereon legends in substantially the following form: forms (in addition to any other legend which may be required by other agreements between the parties hereto): (a) “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE COMPANY’S BYLAWS.” (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR ANY STATE HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES NOT REQUIRED." (c) Any additional legend required by the Company's Bylaws, as such may be amended from time to time. (d) Any legend required by appropriate blue sky officials. (e) Any legend required to enforce the provisions of Section 10 hereof (f) With respect to the Repurchasable Stock only: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL CERTAIN OPTIONS AND RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE OPTION HOLDER STOCK OPTION COMPANY AND TRIGGER PAYMENT AGREEMENTTHE REGISTERED HOLDER, DATED AS OF NOVEMBER 10, 1995OR HIS PREDECESSOR IN INTEREST, A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13OF THESE SHARES."

Restrictive Legends. Each certificate representing OPTION GRANTOR (1) The Buyer acknowledges and agrees that the certificates for the Preferred Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at shall bear a Closing, shall include a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood form (and agreed that: (i) a stop-transfer order may be placed against transfer of the reference to the resale restrictions of Preferred Shares): These securities have not been registered under the Securities Act of 1933, as amended (the “Act”). The issuance to the holder of these securities of the shares of common stock issuable upon conversion of these securities is not covered by a registration statement under the Act. These securities have been acquired, and state such shares of common stock must be acquired, for investment and may not be sold, transferred or assigned unless (1) their resale is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (2) The Buyer further acknowledges and agrees that the Warrant shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Warrant): This Warrant has not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold, transferred or assigned unless (1) the resale hereof is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (3) The Buyer further acknowledges and agrees that until such time as the Common Shares have been registered for resale under the 1933 Act as contemplated by Section 8 or are eligible for resale under Rule 144(k) under the 1933 Act, the certificates for the Common Shares, may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Common Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). The securities have been acquired for investment and may not be resold, transferred or Blue Sky laws assigned in the above absence of an effective registration statement for the securities under the 1933 Act or an opinion of counsel that registration is not required under the ▇▇▇▇ ▇▇▇. (4) Once the Registration Statement required to be filed by the Company pursuant to Section 8 has been declared effective or particular Common Shares are eligible for resale pursuant to Rule 144(k) under the 1933 Act, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend shall be removed by delivery for certificates for any such Common Shares issued prior to the SEC Effective Date or prior to the time of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOReligibility, as the case may be, which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three days after surrender of such certificates by the Buyer and (2) the Company shall have delivered to the other party a copy of a letter from the staff not place any restrictive legend on certificates for Conversion Shares issued on conversion of the SEC, Preferred Shares or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes on any Warrant Shares issued upon exercise of the Securities Act Warrant or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear impose any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13stop-transfer restriction thereon.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, (a) Global Notes shall include a legend bear restrictive legends in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEform set forth in Exhibit A hereof. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, Definitive Notes shall be in substantially the form set forth in Exhibit A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that:hereof excluding the Global Notes Legend set forth thereon. (ib) the reference The required legends set forth on Exhibit A may be removed from a Global Note as provided in such legends or if there is delivered to the resale Issuer and the Trustee such evidence satisfactory to the Issuer, which shall include an Opinion of Counsel, as may reasonably be required by the Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Note (or beneficial interests therein) will not violate the registration requirements of the Securities Act. Upon provision of such evidence satisfactory to the Issuer, the Trustee, upon receipt of written direction of the Issuer and an Officers’ Certificate, shall authenticate and deliver in exchange for such Note a Note (or Notes) having an equal aggregate principal balance that does not bear such legend. If such a legend required for a Note has been removed as provided above, then no other Note issued in exchange for all or any part of such Note shall bear such legend unless the Issuer has reasonable cause to believe that such other Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and state securities instructs the Trustee to cause a legend to appear thereon. (c) The Trustee and the Transfer Agent shall have no obligation or Blue Sky laws duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or Applicable Law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among the above legend shall be removed by Holders, DTC Participants or owners of beneficial interests in any Note) other than to require delivery of substitute certificate(s) without such reference certificates and other documentation or evidence as are expressly required by, and to do so if OPTION HOLDER or OPTION GRANTORand when expressly required by, this Indenture, and to examine the same to determine substantial compliance as to form with the case may be, express requirements hereof. Neither the Trustee nor any of the Authorized Agents shall have delivered to the other party a copy of a letter from the staff of the SEC, any responsibility for any actions taken or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed taken by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13DTC.

Restrictive Legends. Each (a) Except as otherwise provided in this Section 9, each certificate representing OPTION GRANTOR Shares for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closingany subsequent transferee of any such certificate, shall include be stamped or otherwise imprinted with legends in substantially the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities or blue sky laws of any state and are subject to the conditions specified in a certain Warrant dated October 27, 1997, originally issued by Code Alarm Inc. The shares represented by this certificate may not be sold, or otherwise transferred, in the absence of such registration or an exemption therefrom under such Act and under any such applicable state laws, or in violation of the provisions of the Warrant. A copy of the form of said Warrant is on file with the Secretary of Code Alarm Inc. The holder of this certificate, by acceptance of this certificate, agrees to be bound by the provisions of such Warrant." "The shares represented by this certificate are subject to the terms and conditions of a Registration Rights Agreement, dated as of October 27, 1997." (b) Except as otherwise provided in this Section 9, each Warrant shall be stamped or otherwise imprinted with legends in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or under the securities or blue sky laws of any state and may not be sold, or otherwise transferred, in the absence of such registration or an exemption therefrom under such Act and under any such applicable state laws, or in violation of the provisions of this Warrant." "This Warrant and the securities represented hereby are subject to the terms and conditions of a Registration Rights Agreement, dated as of October 27, 1997." (i) Unless and until the Company shall have exercised its right to repurchase Units pursuant to Section 8.01(a) of the Unit Purchase Agreement, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933"This Warrant and the securities represented hereby may not be transferred except as part of Units with shares of Series A Preferred Stock of Code Alarm, AS AMENDEDInc. and are subject to repurchase by Code Alarm, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) Inc. in accordance with the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy terms of a letter from the staff Unit Purchase Agreement dated as of the SECOctober 27, or an opinion of counsel1997 among Code Alarm, in form Inc., Pegasus Partners, L.P. and substance satisfactory to the other partyPegasus Related Partners, to the effect that such legend is not required for purposes of the Securities Act or such laws;L.P." (ii) In the reference to event the provisions to this Agreement in the above legend Company shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering repurchased Units pursuant to Section 11 8.01(a) of the Unit Purchase Agreement, the Holder hereof shall not be required entitled to bear receive from the Company, at the expense of the Company, a new Warrant bearing the following legend in place of the third restrictive legend set forth in this Section 13hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9.1(c) HEREOF TERMINATED ON ____________, 199_, AND ARE OF NO FURTHER FORCE AND EFFECT."

Restrictive Legends. Each (a) Except as otherwise provided in this Section 10, each certificate representing OPTION GRANTOR Shares for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closingany subsequent transferee of any such certificate, shall include a legend be stamped or otherwise imprinted with legends in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of "The shares represented by this certificate have not been registered under the Securities Act and state of 1933, as amended, or under the securities or Blue Sky blue sky laws of any state and are subject to the conditions specified in a certain Warrant dated June 1, 2000, originally issued by SEMX Corporation. The shares represented by this certificate may not be sold, or otherwise transferred, in the above legend absence of such registration or an exemption therefrom under such Act and under any such applicable state laws, or in violation of the provisions of the Warrant. A copy of the form of said Warrant is on file with the Secretary of SEMX Corporation. The holder of this certificate, by acceptance of this certificate, agrees to be bound by the provisions of such Warrant." "The shares represented by this certificate are subject to the terms and conditions of a Registration Rights Agreement, dated as of June 1, 2000." (b) Except as otherwise provided in this Section 10, each Warrant shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER stamped or OPTION GRANTOR, as otherwise imprinted with legends in substantially the case may be, shall following form: "This Warrant and the securities represented hereby have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of been registered under the Securities Act of 1933, as amended, or such laws; (ii) under the reference to the provisions to this Agreement securities or blue sky laws of any state and may not be sold, or otherwise transferred, in the above legend shall be removed by delivery absence of substitute certificate(s) without such reference if the shares have been sold registration or transferred an exemption therefrom under such Act and under any such applicable state laws, or in compliance with violation of the provisions of this Agreement Warrant." "This Warrant and under circumstances that do not require the retention securities represented hereby are subject to the terms and conditions of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In additiona Registration Rights Agreement, such certificates shall bear any other legend dated as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13of June 1, 2000."

Restrictive Legends. Each certificate All certificates representing OPTION GRANTOR the Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, (or any portion thereof) shall include a legend have endorsed thereon legends in substantially the following form: forms (in addition to any other legend which may be required by other agreements between the parties hereto executed after the date hereof): (a) “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR ANY STATE HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES NOT REQUIRED”; (b) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S) AS SET FORTH PROVIDED IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS BYLAWS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that:COMPANY”; and (ic) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above Any legend required by applicable blue sky laws. The Company shall be removed by delivery obligated to promptly reissue unlegended certificates at the request of substitute certificate(sTSRI (or a permitted transferee) without if the Company has completed its first firm commitment underwritten public offering of its Common Stock registered under the Act (the “Initial Offering”) and such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or holder has obtained an opinion of counsel, in form and substance satisfactory counsel (which counsel may be counsel to the other party, Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend. Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend securities shall be removed upon receipt by delivery the Company of substitute certificate(s) without an order of the appropriate blue sky authority authorizing such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13removal.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, (a) Global Notes shall include a legend bear restrictive legends in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEform set forth in Exhibit A hereof. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, Definitive Notes shall be in substantially the form set forth in Exhibit A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that:hereof excluding the Global Notes Legend set forth thereon. (ib) the reference The required legends set forth on Exhibit A may be removed from a Global Note if there is delivered to the resale Issuer and the Trustee such evidence satisfactory to the Issuer, which shall include an Opinion of Counsel, as may reasonably be required by the Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Note (or beneficial interests therein) will not violate the registration requirements of the Securities Act and state or Canadian securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORlaws, as the case may be, shall have delivered to the other party a copy . Upon provision of a letter from the staff of the SEC, or an opinion of counsel, in form and substance such evidence satisfactory to the Issuer, the Trustee, at the written direction of the Issuer, shall authenticate and deliver in exchange for such Note a Note (or Notes) having an equal aggregate principal balance that does not bear such legend. If such a legend required for a Note has been removed as provided above, then no other party, Note issued in exchange for all or any part of such Note shall bear such legend unless the Issuer has reasonable cause to the effect believe that such legend other Note is not required for purposes a “restricted security” within the meaning of Rule 144 under the Securities Act or such laws;and instructs the Trustee to cause a legend to appear thereon. (iic) the reference The Trustee shall have no obligation or duty to the provisions monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Agreement Indenture or Applicable Law with respect to any transfer of any interest in the above legend shall be removed by any Note (including any transfers between or among DTC Participants or owners of beneficial interests in any Note) other than to require delivery of substitute certificate(s) without such reference certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, this Indenture, and to examine the shares have been sold or transferred in same to determine material compliance as to form with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13express requirements hereof.

Restrictive Legends. Each (a) Every Note that bears or is required under this Section 2.04(a) to bear the legend set forth in this Section 2.04(a) (together with any Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section 2.04(b), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.04(a) (including those contained in the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company with written notice to the Trustee and the Paying Agent as provided below. The Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.04(a) and Section 2.04(b), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until the Resale Restriction Termination Date, any certificate representing OPTION GRANTOR Shares evidencing such Note (and all securities issued to OPTION HOLDER hereunderin exchange therefor or substitution thereof, and OPTION HOLDER Sharesother than Common Stock, if any, delivered to OPTION GRANTOR at a Closingissued upon conversion thereof, which shall include bear the legend set forth in Section 2.04(b), if applicable) shall bear a legend in substantially the following form: form (unless such Notes have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee and the Paying Agent): THIS NOTE AND THE SECURITIES REPRESENTED BY COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS CERTIFICATE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE “SECURITIES OR BLUE SKY LAWSACT”), AND MAY NOT BE REOFFERED OFFERED, SOLD, PLEDGED OR SOLD ONLY IF SO REGISTERED OTHERWISE TRANSFERRED PRIOR TO THE RESALE RESTRICTION TERMINATION DATE EXCEPT: (A) TO THE COMPANY OR IF ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH PROVIDED BY RULE 144 UNDER THE SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE ISSUER UPON REQUESTREGISTRATION REQUIREMENTS OF THE SECURITIES ACT. It is understood and agreed that: PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (iD) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORABOVE, as the case may beTHE COMPANY, shall have delivered to the other party a copy of a letter from the staff of the SECTHE TRUSTEE, or an opinion of counselAND THE PAYING AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfiedCERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Restrictive Legends. The Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing OPTION GRANTOR Shares for shares of Common Stock initially issued upon the exercise of this Warrant and each certificate for shares of Common Stock issued to OPTION HOLDER hereundera subsequent transferee of such certificate shall, unless otherwise permitted by the provisions of this Section 9, bear on the face thereof a legend reading substantially as follows: "The securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933, as amended (the "Securities Act"), and OPTION HOLDER Sharesmay not be sold, if anyassigned, delivered pledged or otherwise transferred in the absence of an effective registration under the Securities Act or qualification or an exemption therefrom." "The securities represented by this certificate are subject to OPTION GRANTOR at restrictions on transfer and requirements of sale and the provisions as set forth in the Stockholders Agreement dated as of August 30, 2000, as amended and in effect from time to time, and constitute Shares as defined in such Stockholders Agreement. The Company will furnish a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference copy of such agreement to the resale restrictions holder of this certificate without charge upon written request." In the event that a registration statement covering the shares of Common Stock issued upon the exercise of this Warrant shall become effective under the Securities Act and under any applicable state securities laws or Blue Sky laws in the above legend event that the Company shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or receive an opinion of counsel to the Holder (which may be internal counsel to such Holder) that, in the opinion of such counsel, in form and substance satisfactory to the other party, to the effect that such legend is not not, or is no longer, necessary or required for purposes (including, without limitation, because of the Securities Act availability of the exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Company shall, or shall instruct its transfer agents and registrars to, remove such laws; (ii) legend from the reference to certificates evidencing the provisions to shares of Common Stock issued upon the exercise of this Agreement in the above legend shall be removed by delivery of substitute certificate(s) Warrant or issue new certificates without such reference if the shares have been sold or transferred legend in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13lieu thereof.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of Chartwell Common Stock issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR Trenwick at a Closing, shall include Closing will have typed or printed thereon a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10JUNE 21, 19951999, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: : (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Trenwick has delivered to the other party Chartwell a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other partyChartwell and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates certificate(s) shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 8 shall not be required to bear the legend set forth in this Section 1310.

Restrictive Legends. Each (a) Unless and until otherwise permitted by this Article, each certificate representing OPTION GRANTOR Shares for Series A Stock or Common Stock and purchased pursuant to this Agreement and the Other Agreements issued to OPTION HOLDER hereunderyou or your nominee, and OPTION HOLDER Shares, if any, delivered or to OPTION GRANTOR at a Closing, any subsequent transferee of such certificate shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The shares represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended, OR ANY STATE SECURITIES OR BLUE SKY LAWSand thus may not be offered for sale, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEsold, transferred or otherwise disposed of unless registered under the Securities Act of 1933, as amended, or unless an exemption from such registration is available. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTFurther, DATED AS OF NOVEMBER 10such transfer is subject to the conditions specified in an Agreement dated as of November 2, 1995, pursuant to which such shares were issued and sold or otherwise transferred by Park 'N View, Inc. (the "Company"), a copy of which Agreement is on file and may be inspected at the principal office of the Company. A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) copy of such Agreement will be furnished by the reference Company to the resale restrictions holder hereof upon request and without charge. Under certain circumstances specified in such Agreement, the Company has agreed to deliver to the holder hereof a new certificate, not bearing this legend, for all or part of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery number of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORshares evidenced hereby, as the case may be, registered in the name of such holder or designated nominee." (b) Each certificate for Series A Stock shall have delivered be stamped or otherwise imprinted with a legend in substantially the following form: "A statement of the relative rights and preferences of the Company's Common Stock and its series of Preferred Stock will be furnished by the Company to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form holder hereof upon request and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws;without charge." (iic) the reference to the provisions The Company may order its transfer agents for Subordinated Notes Series A Stock and Common Stock purchased pursuant to this Agreement in or the above legend shall be removed by delivery Other Agreements to stop the transfer of substitute certificate(s) without such reference if the any shares have been sold of Series A Stock or transferred in compliance with the provisions of Common Stock purchased pursuant to this Agreement and under circumstances that do not require or the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear Other Agreements bearing the legend set forth in Subsection (a) of this Section 137 until the conditions of this Article VII with respect to the transfer of such shares have been satisfied.

Restrictive Legends. Each Except as otherwise permitted by this Section 8, each Note and Preferred Stock certificate representing OPTION GRANTOR Shares (or Common Stock certificate issued on conversion thereof) issued pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, this Agreement shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE PURSUANT TO THE SECURITIES OR "BLUE SKY LAWSSKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF SUBSTANCE IS FURNISHED TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION ACT IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend The Company shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party maintain a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of any amendments thereto on file in its principal office, and will make such reference; and (iii) copy available during normal business hours for inspection to any party thereto or will provide such copy to any Purchaser upon its request. Whenever the legend requirement imposed by this Section 8.1 shall terminate, as hereinabove provided, the respective holders of Securities for which such legend requirements have terminated shall be removed in its entirety if entitled to receive from the conditions in Company, at the preceding clauses Company's expense, new Notes or new Preferred Stock (ior Common Stock) and (ii) are both satisfied. In additioncertificates, as applicable, without such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13legend.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares ------------------- issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall NetIQ hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 1023 FEBRUARY 26, 19952000, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each Any Note and any certificate representing OPTION GRANTOR evidencing the Conversion Shares issued to OPTION HOLDER hereundermay contain a securities legend restricting the transfer thereof, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially the following formform as long as none of the Unrestricted Conditions have been met: THIS LOAN AND RELATED RIGHT TO CONVERSION, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF OR 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR BLUE SKY LAWSASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEREGISTRATION, INCLUDING PURSUANT TO RULE 144 OF THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)7) OF THE SECURITIES ACT. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTUpon the satisfaction of any of the following conditions (the “Unrestricted Conditions”): (A) while a registration statement covering the sale or resale of such security is effective under the Securities Act, DATED AS OF NOVEMBER 10or (B) following any sale of such Conversion Shares, 1995pursuant to Rule 144, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It or (C) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (D) at any time on or after the date hereof that the Lender certifies that neither it nor Designated Holder is understood and agreed that: an “affiliate” of Issuer (i) the reference as such term is used under Rule 144 pursuant to the resale restrictions Securities Act) if the holding period for purposes of Rule 144 and subsection (d)(3)(iii) thereof with respect to such Conversion Shares is at least six (6) months, or (E) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and state securities or Blue Sky laws in the above legend shall be removed pronouncements issued by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC), then any Note issued, the related right to conversion, and any Conversion Shares issued thereunder, shall not contain or be subject to (and Designated Holder shall be entitled to removal of) any legend restricting the transfer thereof (including any legend as set forth above) and shall not be subject to any stop-transfer instructions. Issuer shall cause its counsel to issue a legal opinion to the transfer agent prior to the required delivery date of the Conversion Shares, or an opinion at such other time as any of counselthe Unrestricted Conditions has been met, in form and substance satisfactory if required by the transfer agent to effect the issuance of the Conversion Shares without a restrictive legend or removal of the legend hereunder to the other partyextent required or requested as set forth in the immediately following two sentences. Issuer agrees that, to following the effect that Closing Date or at such time as any of the Unrestricted Conditions is met or such legend is not otherwise no longer required for purposes under this Section 2.2(e), it will, no later than two (2) trading days, issued with a restrictive legend, deliver or cause to be delivered to the applicable Designated Holder, the Conversion Shares, free from all restrictive and other legends (or similar notations). Each Lender hereby agrees that the removal of restrictive legends from the Conversion Shares is predicated upon reliance by Issuer that the Designated Holder will sell any Conversion Shares, pursuant to the registration requirements of the Securities Act or an exemption therefrom, and that if such laws; (ii) the reference securities are sold pursuant to the provisions to this Agreement in the above legend shall a registration statement, they will be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions plan of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend distribution set forth in this Section 13therein.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares ------------------- issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Oplink hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10MARCH 18, 19952002, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each (a) Except as otherwise provided in this Section 9, each certificate representing OPTION GRANTOR Shares for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closingany subsequent transferee of any such certificate, shall include a legend be stamped or otherwise imprinted with legends in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of "The shares represented by this certificate have not been registered under the Securities Act and state of 1933, as amended, or under the securities or Blue Sky blue sky laws of any state and are subject to the conditions specified in a certain Warrant dated _______ __, 199_, originally issued by Code Alarm Inc. The shares represented by this certificate may not be sold, or otherwise transferred, in the above legend absence of such registration or an exemption therefrom under such Act and under any such applicable state laws, or in violation of the provisions of the Warrant. A copy of the form of said Warrant is on file with the Secretary of Code Alarm Inc. The holder of this certificate, by acceptance of this certificate, agrees to be bound by the provisions of such Warrant." "The shares represented by this certificate are subject to the terms and conditions of a Registration Rights Agreement, dated as of October __, 1997." (b) Except as otherwise provided in this Section 9, each Warrant shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER stamped or OPTION GRANTOR, as otherwise imprinted with legends in substantially the case may be, shall following form: "This Warrant and the securities represented hereby have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of been registered under the Securities Act of 1933, as amended, or such laws; (ii) under the reference to the provisions to this Agreement securities or blue sky laws of any state and may not be sold, or otherwise transferred, in the above legend shall be removed by delivery absence of substitute certificate(s) without such reference if the shares have been sold registration or transferred an exemption therefrom under such Act and under any such applicable state laws, or in compliance with violation of the provisions of this Agreement Warrant." "This Warrant and under circumstances that do not require the retention securities represented hereby are subject to the terms and conditions of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In additiona Registration Rights Agreement, such certificates shall bear any other legend dated as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13of October __, 1997."

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of SIGCORP Common Stock issued to OPTION HOLDER Indiana hereunder, and OPTION HOLDER Indiana Shares, if any, delivered to OPTION GRANTOR SIGCORP at a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10JUNE 11, 19951999, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: : (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER Indiana or OPTION GRANTORSIGCORP, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions to of this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under in circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. , Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend set forth in this Section 1312.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued The certificates evidencing the Parent Stock to OPTION HOLDER hereunder, be received by the Stockholders hereunder will bear legends substantially in the form set forth below and OPTION HOLDER Shares, if any, delivered containing such other information as the Parent may deem appropriate. References in such legend to OPTION GRANTOR at a Closing, "THE COMPANY" shall include a legend in substantially refer to the following form: Parent. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS, . SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED SOLD, TRANSFERRED, PLEDGED OR SOLD ONLY IF SO REGISTERED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE 1933 ACT AND ANY STATE SECURITIES OR IF AN EXEMPTION FROM BLUE SKY LAWS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION IS AVAILABLENOT REQUIRED. SUCH SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO FURTHERMORE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN A LOCK-UP AGREEMENT WITH THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, COMPANY DATED AS OF NOVEMBER 10, 1995_____________, A COPY OF WHICH MAY BE OBTAINED FROM BY CONTACTING THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. SECRETARY OF THE COMPANY In addition, such certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13state.

Restrictive Legends. Each In addition to any other legend required by the Company's Amended and Restated Bye-laws or applicable law, each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, the Series C Preferred Stock and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, any shares of Common Stock issuable upon conversion of the Series C Preferred Stock shall include (unless otherwise permitted by the provisions of this Article 7) be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "Any sale, assignment, transfer, pledge or other disposition of the shares represented by this certificate is restricted by, and the rights of the holder of such securities are subject to, the terms and conditions contained in the Amended and Restated Bye-laws of CGA Group, Ltd. (the "Company"), the Series C Cumulative Convertible Preferred Stock Subscription Agreement and the Amended and Restated Shareholders Agreement which are available for examination by holders of these shares at the registered office of the Company. In addition to the foregoing restrictions, these securities have not been registered under the United States Securities Act of 1933, AS AMENDEDas amended (the "Securities Act") or under the securities laws of any jurisdiction and may not be transferred, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It sold or otherwise disposed of unless a registration statement is understood and agreed that: (i) the reference to the resale restrictions of in effect under the Securities Act and state any applicable securities laws with respect to such shares or Blue Sky laws in the above legend shall be removed by delivery a written opinion of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered counsel acceptable to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory Company is provided to the other party, Company to the effect that no registrations are required under such legend securities laws. The prior approval of the Bermuda Monetary Authority is not required for any sale, assignment, transfer, pledge or other disposition of the securities represented by this certificate provided that any such sale, assignment, transfer, pledge or other disposition is between persons who are designated as non-residents of Bermuda for the purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In additionExchange Control Act, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 131972."

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued ------------------- to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Avanex hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10MARCH 18, 19952002, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option ------------------- Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall MCS hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10FEBRUARY 26, 19952000, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Parent hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10JANUARY 23, 19952001, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each Except as otherwise permitted by this section 8, each Warrant originally issued and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant pursuant to this section 8 shall be stamped or otherwise imprinted with legends in substantially the following form: "This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933 and may not be transferred in the absence of such registration or an exemption therefrom under such Act." "This Warrant is subject to the rights and restrictions, including certain restrictions on transfer, contained in a Subordinated Note and Warrant Purchase Agreement and a Registration Rights Agreement, each dated as of November 18, 1996 (a copy of each of which is on file with the Secretary of the issuer hereof)." Except as otherwise permitted by this section 8, (a) each certificate representing OPTION GRANTOR Shares for Original Common Stock (or Other Securities) issued to OPTION HOLDER hereunderupon the exercise of any Warrant, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, (b) each certificate issued upon the direct or indirect transfer of any such Original Common Stock (or Other Securities) shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933"The shares represented by this certificate have not been registered under the Securities Act of 1933 and may not be transferred in the absence of such registration or an exemption therefrom under such Act." The holder of any Restricted Securities shall be entitled to receive from the Company, AS AMENDEDwithout expense, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: new securities of like tenor not bearing the applicable legend set forth above in this section 8 when such securities shall have been (ia) the reference to the resale restrictions of effectively registered under the Securities Act and state securities disposed of in accordance with the registration statement covering such Restricted Securities, (b) distributed to the public pursuant to Rule 144 or Blue Sky laws any comparable rule under the Securities Act, or (c) when, in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, independent counsel for the holder thereof experienced in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or matters, such laws; (ii) the reference restrictions are no longer required in order to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in insure compliance with the provisions Securities Act. The reasonable fees and disbursements of counsel for any holder of Restricted Securities in connection with all opinions rendered pursuant to this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend section 8 shall be removed in its entirety if borne equally by the conditions in the preceding clauses (i) Company and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13holder.

Restrictive Legends. Each Any certificate representing OPTION GRANTOR or other document issued in respect of any Restricted Shares issued to OPTION HOLDER hereunderthe Advisor shall be endorsed with the legend set forth below, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially the following form: as appropriate: (i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR SOLD ONLY IF SO REGISTERED OR IF HYPOTHECATED (1) ABSENT AN EXEMPTION FROM EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT, (2) ABSENT AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY AND ITS COUNSEL, TO THE EFFECT THAT SUCH REGISTRATION IS AVAILABLE. NOT REQUIRED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR THAT SUCH TRANSACTION COMPLIES WITH THE RULES PROMULGATED BY THE SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE, OR (3) EXCEPT IN A TRANSACTION IN COMPLIANCE WITH RULE 144 UNDER THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such lawsSECURITIES ACT;” and (ii) the reference to the provisions to this Agreement in the above Any legend required by any applicable state securities law. The Company shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions maintain a copy of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed any amendments thereto on file in its entirety if the conditions in the preceding clauses (i) principal offices, and (ii) are both satisfied. In addition, will make such certificates shall bear copy available during normal business hours for inspection to any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant Party hereto or will provide such copy to Section 11 shall not be required to bear the legend set forth in this Section 13each Party or any transferee upon its or their request.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of Indiana Common Stock issued to OPTION HOLDER SIGCORP hereunder, and OPTION HOLDER SIGCORP Shares, if any, delivered to OPTION GRANTOR Indiana at a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10JUNE 11, 19951999, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: : (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER SIGCORP or OPTION GRANTORIndiana, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions to of this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under in circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend set forth in this Section 1312.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Silknet hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10FEBRUARY 6, 19952000, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Silknet has delivered to the other party Company a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyCompany, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of Trenwick Common Stock issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR LaSalle at a Closing, shall include Closing will have typed or printed thereon a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10DECEMBER 19, 19951999, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: : (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have LaSalle has delivered to the other party Trenwick a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other partyTrenwick and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates certificate(s) shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 8 shall not be required to bear the legend set forth in this Section 1310.

Restrictive Legends. Each certificate representing OPTION GRANTOR shares of LaSalle Common Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR Trenwick at a Closing, shall include Closing will have typed or printed thereon a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10DECEMBER 19, 19951999, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: : (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Trenwick has delivered to the other party LaSalle a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other partyLaSalle and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates certificate(s) shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 8 shall not be required to bear the legend set forth in this Section 1310.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, (a) Global Notes shall bear a Global Note legend and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a the applicable restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEform set forth in Exhibit A hereof. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, Definitive Notes shall be in substantially the form set forth in Exhibit A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that:hereof excluding the Global Note legend set forth thereon. (ib) the reference The applicable restrictive legend set forth on Exhibit A may be removed from a Global Note if there is delivered to the resale Issuer and the Trustee such evidence satisfactory to the Issuer, which shall include an Opinion of Counsel, as may reasonably be required by the Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Note (or beneficial interests therein) will not violate the registration requirements of the Securities Act. Upon provision of such evidence satisfactory to the Issuer, the Trustee, upon receipt of an Authentication Order, shall authenticate and deliver in exchange for such Note a Global Note (or Notes) having an equal aggregate principal balance that does not bear such restrictive legend. (c) If such a restrictive legend required for a Note has been removed as provided in clause (b) of this Section 2.7 then no other Note issued in exchange for all or any part of such Note shall bear such legend unless the Issuer has reasonable cause to believe that such other Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and state securities instructs the Trustee to cause the applicable restrictive legend to appear thereon. (d) Neither the Trustee not any Authorized Agent shall have any obligation or Blue Sky laws duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or Applicable Law with respect to any transfer of any interest in the above legend shall be removed by any Note (including any transfers between or among DTC Participants or owners of beneficial interests in any Note) other than to require delivery of substitute certificate(s) without such reference certificates and other documentation or evidence as are expressly required by, and to do so if OPTION HOLDER or OPTION GRANTORand when expressly required by, this Indenture, and to examine the same to determine material compliance as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13express requirements hereof.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Parent hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 1030, 19951999, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares This Warrant shall (and any Warrant issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include in substitution for this Warrant shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT." Each stock certificate for Warrant Shares issued upon the exercise of this Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD OR SOLD ONLY IF SO REGISTERED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR IF PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTACT." Notwithstanding the foregoing, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: the Holder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORWarrant Shares, as the case may be, shall have delivered to been registered for resale under the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities 1933 Act or such laws; sold pursuant to Rule 144 under the 1933 Act (or a successor rule thereto) or (ii) the reference Holder has received an opinion of counsel reasonably satisfactory to the provisions Company that such registration is not required with respect to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Warrant Shares.

Restrictive Legends. (a) Each certificate representing OPTION GRANTOR Shares shares of Company Common Stock issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, Parent hereunder shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10JULY 28, 19951997, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. (b) Each certificate representing shares of Parent Common Stock issued to the Company hereunder shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT, DATED AS OF JULY 28, 1997, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. (c) It is understood and agreed that: : (i) the reference references to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend legends shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, holder shall have delivered to the other party issuer a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other partyissuer, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions to this Stock Option Agreement in the above legend legends shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Stock Option Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend legends set forth in this Section 1312.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of USR Common Stock issued to OPTION HOLDER 3Com hereunder, and OPTION HOLDER Sharesshares of 3Com Common Stock, if any, delivered to OPTION GRANTOR at USR pursuant to a ClosingStock Exercise, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER 3COM STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10FEBRUARY 26, 19951997, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: that (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above foregoing legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER 3Com or OPTION GRANTORUSR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance reasonably satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; ; (ii) the reference to the provisions to of this Agreement in the above foregoing legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend set forth in this Section 1312.

Restrictive Legends. (a) Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially (unless otherwise permitted by subsection (c) of this Section 3 or Section 4) be stamped with the following formlegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, AS AMENDED, TRANSFERRED OR ANY STATE SECURITIES PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR BLUE SKY LAWS, AND UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH REGISTRATION IS AVAILABLE. SUCH NOT REQUIRED. (b) Each certificate representing Shares shall also be stamped with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL THE TERMS AND CONDITIONS OF THE OPTION, TRANSFER AND REGISTRATION AGREEMENT BETWEEN NI AND THE COMPANY WHICH INCLUDES RESTRICTIONS ON TRANSFER AS SET FORTH IN CERTAIN SALES OF THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS SECURITIES. COPIES OF NOVEMBER 10, 1995, A COPY OF WHICH THE AGREEMENT MAY BE OBTAINED FROM UPON WRITTEN REQUEST TO THE ISSUER UPON REQUESTSECRETARY OF THE COMPANY. (c) NI consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer established in this Agreement. It is understood The legend placed on any certificate pursuant to Section 3(a) and agreed that: any notations or instructions with respect to the Restricted Shares represented by such certificate will be promptly removed, and the Company will promptly issue a certificate without such legend to NI (i) the reference if such Restricted Shares are disposed of pursuant to the resale restrictions of an effective registration statement under the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECAct, or (ii) if NI satisfies the requirements of Rule 144(k) and, where reasonably determined necessary by the Company, provides the Company with an opinion of counsel (which may be an opinion of NI's in-house counsel), in form both such counsel and substance such opinion being reasonably satisfactory to the other partyCompany, to the effect that such legend is not required for purposes (A) NI meets the requirements of Rule 144(k) or (B) a public sale, transfer or assignment of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as Shares may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear made without registration under the legend set forth in this Section 13Securities Act.

Restrictive Legends. Each certificate representing OPTION GRANTOR (a) All Exchange Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, Conversion Shares (unless otherwise permitted by the provisions of Section 4.3(c)) shall include be stamped or otherwise imprinted with a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): “THE SECURITIES REPRESENTED BY OFFER AND SALE OF THIS CERTIFICATE SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR ANY STATE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES OR BLUE SKY LAWSACT.” (b) Each Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the applicable Exchange Shares or the Conversion Shares in order to implement the restrictions on transfer set forth in this Section 4.3. (c) Prior to any proposed Transfer of any Restricted Securities, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEunless there is in effect a registration statement under the Securities Act covering the proposed Transfer, the applicable Investor shall give written notice to the Company of such Investor’s intention to effect such Transfer (“Transfer Notice”). SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTEach such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: shall be accompanied by either (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance legal counsel reasonably satisfactory to the other party, Company to the effect that the proposed Transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) any other evidence reasonably satisfactory to counsel to the Company, whereupon such Investor shall be entitled to Transfer such Restricted Securities in accordance with the Transfer Notice. Notwithstanding the foregoing, if the applicable Investor gives the Company a representation letter containing such representations as the Company may reasonably request, the Company will not require such legal opinion or such other evidence (A) in a routine sales transaction in compliance with Rule 144 under the Securities Act, or (B) in any transaction in which an Investor that is a partnership or limited liability company distributes Restricted Securities solely to its Affiliates (including affiliated fund partnerships), or partners or members of such Investor or its Affiliates for no consideration. Each certificate evidencing the Restricted Securities transferred shall bear the restrictive legend set forth in Sections 4.3(a), except that such certificate shall not bear such restrictive legend if such legend is not required for purposes in order to establish compliance with any provisions of the Securities Act Act. Upon the request of an Investor holding a certificate bearing such restrictive legend and, if necessary, the appropriate evidence as required by clause (i) or such laws; (ii) above, the reference Company shall, within two (2) Business Days of the request, remove such restrictive legend from such certificate and from the certificate to be issued to the provisions applicable transferee if such legend is not required in order to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in establish compliance with the any provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Securities Act.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, (a) Global Notes shall include a legend bear restrictive legends in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEform set forth in Exhibit A hereof. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, Definitive Notes shall be in substantially the form set forth in Exhibit A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that:hereof excluding the Global Notes Legend set forth thereon. (ib) the reference The required legends set forth on Exhibit A may be removed from a Global Note as provided in such legends or if there is delivered to the resale Issuer and the Trustee such evidence satisfactory to the Issuer, which shall include an Opinion of Counsel, as may reasonably be required by the Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Note (or beneficial interests therein) will not violate the registration requirements of the Securities Act. Upon provision of such evidence satisfactory to the Issuer, the Trustee, upon receipt of written direction of the Issuer and an Officer’s Certificate, shall authenticate and deliver in exchange for such Note a Note (or Notes) having an equal aggregate principal balance that does not bear such legend. If such a legend required for a Note has been removed as provided above, then no other Note issued in exchange for all or any part of such Note shall bear such legend unless the Issuer has reasonable cause to believe that such other Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and state securities instructs the Trustee to cause a legend to appear thereon. (c) The Trustee and the Transfer Agent shall have no obligation or Blue Sky laws duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or Applicable Law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among the above legend shall be removed by Holders, DTC Participants or owners of beneficial interests in any Note) other than to require delivery of substitute certificate(s) without such reference certificates and other documentation or evidence as are expressly required by, and to do so if OPTION HOLDER or OPTION GRANTORand when expressly required by, this Indenture, and to examine the same to determine substantial compliance as to form with the case may be, express requirements hereof. Neither the Trustee nor any of the Authorized Agents shall have delivered to the other party a copy of a letter from the staff of the SEC, any responsibility for any actions taken or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed taken by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13DTC.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares This Warrant shall (and each Warrant issued upon -------------------- transfer in whole or in part of this Warrant pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered this Section 2 or issued in substitution for this Warrant pursuant to OPTION GRANTOR at a Closing, shall include Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT." Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD OR SOLD ONLY IF SO REGISTERED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR IF PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTACT." Notwithstanding the foregoing, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORWarrant Shares, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required been registered for purposes of resale under the Securities Act or such laws; sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) or (ii) the reference Warrantholder has received an opinion of counsel reasonably satisfactory to the provisions Company that such registration is not required with respect to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Warrant Shares.

Restrictive Legends. Each In addition to the legend required by Section 4.07 of the Charter to the extent applicable, any certificate representing OPTION GRANTOR or other document issued in respect of any Shares issued to OPTION HOLDER hereundershall be endorsed with the legend set forth below, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed thatas appropriate: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(sTHE SECURITIES REPRESENTED HEREBY HAVE NOTBEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACTOF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, 'TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED (1) without such reference if OPTION HOLDER or OPTION GRANTORABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT (2) ABSENT AN OPINION OF COUNSEL, as the case may beWHICH OPINION IS REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE REIT AND ITS COUNSEL, shall have delivered to the other party a copy of a letter from the staff of the SECTO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES LAWS OF SUCH STATES OR THAT SUCH TRANSACTION COMPLIES WITH THE RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT OR SUCH STATES OR, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws;(3) EXCEPT IN A TRANSACTION IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT." and (ii) the reference to the provisions to this Agreement in the above any legend required by any applicable state securities law. The REIT shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions maintain a copy of this Agreement and under circumstances that do not require any amendments thereto on file in its principal offices, and will make such copy available during normal business hours for inspection to any party thereto or will provide such copy to the retention of such reference; and (iii) Purchaser or any transferee upon its or their request. Whenever the legend requirements imposed by this Section 6.1 shall terminate, as provided in Section 6.2, the respective holders of Shares for which such legend requirements have terminated shall be removed in its entirety if entitled to receive from the conditions in REIT, at the preceding clauses (i) and (ii) are both satisfied. In additionREIT's expense, certificates representing the Shares without such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13legend.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued to OPTION HOLDER IPEC hereunder, and OPTION HOLDER Shares, if any, each certificate representing IPEC Shares delivered to OPTION GRANTOR SpeedFam at a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 1019, 19951998, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: (i) SpeedFam, upon the reference request of IPEC, shall promptly file an application to list the resale restrictions SpeedFam Shares to be acquired upon exercise of the Securities Act Option for quotation on the Nasdaq National Market and state securities or Blue Sky laws in shall use its best efforts to obtain approval of such listing as soon as practicable. IPEC, upon the above legend shall be removed by delivery request of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may beSpeedFam, shall have promptly file an application to list the IPEC Shares issued and delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering SpeedFam pursuant to Section 11 4 for quotation on the Nasdaq National Market and shall not be use its best efforts to obtain approval of such listing as soon as practicable. Promptly after the date hereof, each of the parties hereto shall promptly file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice all required premerger notification and report forms and other documents and exhibits required to bear be filed under the legend set forth in this Section 13HSR Act to permit the acquisition of the SpeedFam Shares subject to the Option at the earliest possible date.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares The Company acknowledges and agrees that the Parent Contributed Securities and any securities issued or issuable with respect to OPTION HOLDER hereundersuch securities by way of stock dividend or stock split or in connection with a combination of shares, and OPTION HOLDER Sharesconversion of such securities, if anyrecapitalization, delivered to OPTION GRANTOR at a Closingmerger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall include a legend bear restrictive legends in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE “SECURITIES OR BLUE SKY LAWSACT”), AND MAY NOT UNDER ANY CIRCUMSTANCES BE REOFFERED SOLD, TRANSFERRED, OR SOLD ONLY IF SO REGISTERED OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH DOCUMENTATION REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS AVAILABLENOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE SECURITIES LAWS. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTThe legend set forth above shall be removed and Parent shall issue a certificate without such legend to the holder of any such securities upon which it is stamped, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: if (i) the reference to the resale restrictions of such securities are registered for sale under an effective registration statement filed under the Securities Act and state Act, (ii) such securities or Blue Sky laws in are eligible for resale pursuant to Rule 144 promulgated under the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities Act, or (iii) if such securities are proposed to be sold pursuant to an exemption from registration and Parent receives an opinion of counsel, in form and substance counsel reasonably satisfactory to the Parent and any other party, documentation reasonably requested by Parent with respect to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13exemption.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Parent hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10OCTOBER 26, 19952000, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of the Company Common Stock issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, Parent hereunder shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER COMPANY STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 1022, 19951998, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference reference, if OPTION HOLDER or OPTION GRANTOR, as the case may be, Parent shall have delivered to the other party Company a copy of a letter from the staff of the SECCommission, or an opinion of counsel, in form and substance satisfactory to the other partyCompany, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Company Stock Option Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Company Stock Option Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend set forth in this Section 1312.

Restrictive Legends. Each In addition to the legend required by Section 6.2.9 of the Articles of Incorporation and the statements required by Section 7.1 of the REIT's by-laws, as amended on December 12, 1997, to the extent applicable, any certificate representing OPTION GRANTOR or other document issued in respect of any Shares issued to OPTION HOLDER hereundershall be endorsed with the legend set forth below, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially the following form: as appropriate: (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR SOLD ONLY IF SO REGISTERED OR IF HYPOTHECATED (1) ABSENT AN EXEMPTION FROM EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT (2) ABSENT AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE REIT AND ITS COUNSEL, TO THE EFFECT THAT SUCH REGISTRATION IS AVAILABLE. NOT REQUIRED UNDER SAID ACT OR SUCH STATES OR THAT SUCH TRANSACTION COMPLIES WITH THE RULES PROMULGATED BY THE SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH AND EXCHANGE COMMISSION UNDER SAID ACT OR SUCH STATES OR, (3) EXCEPT IN A TRANSACTION IN COMPLIANCE WITH RULE 144 UNDER THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws;SECURITIES ACT" and (ii) the reference to the provisions to this Agreement in the above any legend required by any applicable state securities law. The REIT shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions maintain a copy of this Agreement and under circumstances that do not require any amendments thereto on file in its principal offices, and will make such copy available during normal business hours for inspection to any party thereto or will provide such copy to the retention of such reference; and (iii) Purchaser or any transferee upon its or their request. Whenever the legend requirements imposed by this Section 6.1 shall terminate, as provided in Section 6.2, the respective holders of Shares for which such legend requirements have terminated shall be removed in its entirety if entitled to receive from the conditions in REIT, at the preceding clauses (i) and (ii) are both satisfied. In additionREIT's expense, certificates representing the Shares without such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13legend.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Parent hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10AUGUST 23, 19951999, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, (1) The Buyer acknowledges and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at agrees that the Note shall bear a Closing, shall include a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood form (and agreed that: (i) a stop-transfer order may be placed against transfer of the reference to the resale restrictions of Note): This Note has not been registered under the Securities Act and of 1933, as amended (the "1933 Act"), or any state securities laws. The issuance to the holder of this Note of the shares of Common Stock issuable of this Note and in payment of interest on this Note are not covered by a registration statement under the 1933 Act or Blue Sky laws registration under state securities laws. This Note has been acquired, and such shares must be acquired, for investment only and may not be sold, transferred or assigned unless (1) their resale is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (2) The Buyer further acknowledges and agrees that the Warrants shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Warrants): This Warrant has not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold, transferred or assigned unless (1) the resale hereof is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (3) The Buyer further acknowledges and agrees that until such time as the Shares have been registered for resale under the 1933 Act as contemplated by Section 8 or are eligible for resale under Rule 144(k) under the 1933 Act, the certificates for the Shares, may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act"). The securities have been acquired for investment and may not be resold, transferred or assigned in the above absence of an effective registration statement for the securities under the 1933 Act or an opinion of counsel that registration is not required under the 1▇▇▇ ▇▇▇. (4) Once the Registration Statement required to be filed by the Company pursuant to Section 8 has been declared effective or particular Shares are eligible for resale pursuant to Rule 144(k) under the 1933 Act, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend shall be removed by delivery for certificates for any such Shares issued prior to the SEC Effective Date or prior to the time of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOReligibility, as the case may be, which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three days after surrender of such certificates by the Buyer and (2) the Company shall have delivered to the other party a copy of a letter from the staff not place any restrictive legend on certificates for Conversion Shares issued on conversion of the SEC, Note or an opinion Interest Shares issued in payment of counsel, in form and substance satisfactory to interest on the other party, to the effect that such legend is not required for purposes Note or on any Warrant Shares issued upon exercise of the Securities Act Warrants or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear impose any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13stop-transfer restriction thereon.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of LG&E Energy Common Stock issued to OPTION HOLDER KU Energy hereunder, and OPTION HOLDER KU Energy Shares, if any, delivered to OPTION GRANTOR LG&E Energy at a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10MAY 20, 19951997, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: : (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER KU Energy or OPTION GRANTORLG&E Energy, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions to of this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under in circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. , Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend set forth in this Section 1312.

Restrictive Legends. (a) Each Note initially issued under this Agreement and each Note issued in exchange therefor shall bear on the face thereof a legend substantially as follows: (b) Each certificate representing OPTION GRANTOR Shares for shares of Common Stock initially issued upon the conversion of any Note and each certificate for shares of Common Stock issued to OPTION HOLDER hereundera subsequent transferee of such certificate shall, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include unless otherwise permitted by the provisions of this Section 7 bear on the face thereof a legend in substantially the following formas follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OFFERED OR SOLD ONLY IF SO REGISTERED UNDER APPLICABLE SECURITIES LAW OR IF PURSUANT TO AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED. THE TRANSFER OF SUCH SECURITIES ARE ALSO SHARES IS SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN CERTAIN CONDITIONS, THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY PROVISIONS OF WHICH MAY WILL BE OBTAINED FROM PROVIDED TO THE ISSUER REGISTERED HOLDER HEREOF UPON REQUESTREQUEST BY THE COMPANY, AND NO TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS SHALL HAVE BEEN FULFILLED. It is understood and agreed that: (i) In the reference to the resale restrictions of event that a registration statement covering any Conversion Shares shall become effective under the Securities Act and under any applicable state securities laws or Blue Sky laws in the above legend event that the Company shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or receive an opinion of its counsel that, in the opinion of such counsel, in form and substance satisfactory to the other party, to the effect that such legend is not not, or is no longer, necessary or required for purposes with respect to such shares (including, without limitation, because of the Securities Act availability of the exemption afforded by Rule 144 of the general rules and regulations of the Commission), the Company shall or shall instruct its transfer agents and registrars to, remove such laws; (ii) legend from the reference certificates evidencing such Conversion Shares or issue new certificates without such legend in lieu thereof. Upon the written request of any Holder or the holder of any Conversion Shares, the Company covenants and agrees forthwith to request its counsel to render an opinion with respect to the provisions to matters covered by this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement paragraph and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth all expenses in this Section 13connection with such opinion of its counsel.

Restrictive Legends. Each certificate representing OPTION GRANTOR (1) The Buyer acknowledges and agrees that the certificates for the Preferred Shares issued shall bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the Preferred Shares): These securities have not been registered under the Securities Act of 1933, as amended (the "Act"). The issuance to OPTION HOLDER hereunderthe holder of these securities of the shares of common stock issuable upon conversion of these securities is not covered by a registration statement under the Act. These securities have been acquired, and OPTION HOLDER Sharessuch shares of common stock must be acquired, if anyfor investment and may not be sold, delivered transferred or assigned unless (1) their resale is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to OPTION GRANTOR at the Company that such registration is not required or (3) sold, transferred or assigned to a Closing, QIB pursuant to Rule 144A. (2) The Buyer further acknowledges and agrees that each Warrant shall include bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood form (and agreed that: (i) the reference to the resale restrictions of a stop-transfer order may be placed against each Warrant): This Warrant has not been registered under the Securities Act and of 1933, as amended (the "Act"), or applicable state securities laws and may not be sold, transferred or Blue Sky laws assigned unless (1) the resale hereof is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (3) The Buyer further acknowledges and agrees that until such time as the Common Shares have been registered for resale under the 1933 Act as contemplated by Section 8 or are eligible for resale under Rule 144(k) under the 1933 Act, the certificates for the Common Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Common Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). The securities have been acquired for investment and may not be resold, transferred or assigned in the above absence of an effective registration statement for the securities under the Act, or an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that registration is not required under the Act. (4) Once the Registration Statement has been declared effective, or particular Common Shares are eligible for resale pursuant to Rule 144(k) under the 1933 Act, thereafter (A) upon request of the Buyer the Company will substitute certificates without restrictive legend shall be removed by delivery for certificates for any Common Shares issued prior to the SEC Effective Date or prior to the time of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOReligibility, as the case may be, shall have delivered to which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three Trading Days after surrender of such certificates by the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form Buyer and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (iiB) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 Company shall not be required to bear the place any restrictive legend set forth in this Section 13on certificates for Common Shares subsequently issued or impose any stop-transfer restriction thereon.

Restrictive Legends. Each certificate representing OPTION GRANTOR instrument evidencing the Company ------------------- Shares or the Company Options which the Investor may purchase hereunder and any other securities issued to OPTION HOLDER hereunderupon any stock split, and OPTION HOLDER Sharesstock dividend, if anyrecapitalization, delivered to OPTION GRANTOR at a Closingmerger, consolidation or similar event (unless no longer required in the opinion of the counsel for the Company) shall include a legend be imprinted with legends substantially in substantially the following formform as well as any additional legend(s) as may be required by the Department of Corporations pursuant to any qualification or "fairness hearing": THE SECURITIES REPRESENTED BY THIS CERTIFICATE INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWSAMENDED (THE "ACT"), AND MAY NOT BE REOFFERED OFFERED OR SOLD ONLY IF SO REGISTERED OR IF WITHOUT REGISTRATION UNDER THE ACT UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEAVAILABLE OR SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO REGULATION S UNDER THE ACT. SUCH THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ALSO SUBJECT TO ADDITIONAL CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN JUNE ___, 1996, COMMON STOCK AND OPTION EXCHANGE AGREEMENT BETWEEN THE OPTION ORIGINAL HOLDER STOCK OPTION HEREOF AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTCORPORATION. It is understood and agreed that: (i) the reference The Company shall be entitled to enter stop transfer notices on its transfer books with respect to the resale restrictions of Company Shares during periods when transfers are restricted under the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions terms of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Agreement.

Restrictive Legends. (a) Each certificate representing OPTION GRANTOR Common Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER (including any Warrant Shares, if any, delivered to OPTION GRANTOR at a Closing, ) shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933"Any sale, AS AMENDEDassignment, OR ANY STATE SECURITIES OR BLUE SKY LAWStransfer, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEpledge or other disposition of the shares represented by this certificate is restricted by, and the rights attaching to these shares are subject to, the terms and conditions contained in the Bye-laws of the Company and the Shareholders Agreement dated as of December 12, 2001, as they may be amended from time to time, which are available for examination by registered holders of shares at the registered office of the Company. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTThe registered holder of the shares represented by this certificate, DATED AS OF NOVEMBER 10by acquiring and holding such shares, 1995shall be deemed a party to such Shareholders Agreement for all purposes and shall be required to agree in writing to be bound by and perform all of the terms and provisions of such Shareholders Agreement, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTall as more fully provided therein. It is understood In addition, any transferee of the shares represented by this certificate shall be deemed to be a party to such Shareholders Agreement for all purposes and agreed that: (i) shall be required by the reference transferring shareholder to agree in writing to acquire and hold such shares subject to all of the resale restrictions terms of such Agreement, all as more fully provided therein, which terms are to be enforced by the shareholders of the Company. The shares represented by this certificate have not been registered under the Securities Act and of 1933, as amended (the "Securities Act"), or any United States state securities laws and may not be transferred, sold or Blue Sky laws otherwise disposed of unless (i)(a) a registration statement is in effect under the above legend shall be removed by delivery Securities Act with respect to such shares, or (b) a written opinion of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered counsel reasonably acceptable to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory Company is provided to the other party, Company to the effect that no such legend registration is not required for purposes of the Securities Act such transfer, sale or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) disposal, and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be if required by law, the transferee is approved by applicable Bermuda regulatory authorities." (b) Following termination of Section 3(c) of this Agreement, Montpelier shall, promptly upon request and surrender of the legended certificate, deliver a replacement certificate not containing the first paragraph of the legend above in exchange for the legended certificate. Certificates representing shares sold in a registered public offering In the event that Common Shares are disposed of pursuant to Section 11 an effective registration statement or, following an initial public offering, Rule 144 (or any successor provision) under the Securities Act, Montpelier shall promptly upon request deliver a replacement certificate not be required to bear containing either paragraph of the legend set forth above in this Section 13exchange for the legended certificate.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to OPTION HOLDER hereunderany subsequent transferee of any such certificate, and OPTION HOLDER Sharesunless, if anyin each case, delivered such Warrant Stock is eligible for resale without registration pursuant to OPTION GRANTOR at a ClosingRule 144 or an effective registration statement under the Securities Act, shall include a legend in substantially bear the following formlegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR SOLD ONLY IF SO REGISTERED 1111219 v2/HN OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR IF (B) THE COMPANY HAS RECEIVED AN EXEMPTION OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION IS AVAILABLEREGISTRATION. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT“ The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: if (i) such Shares are registered for resale under the reference Securities Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the resale restrictions transferor is not an Affiliate of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(sCompany), (iii) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECShares are eligible for sale under Rule 144, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that (iv) if such legend is not required for purposes under applicable requirements of the Securities Act or such laws; (ii) including controlling judicial interpretations and pronouncements issued by the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Commission).

Restrictive Legends. Each certificate representing OPTION GRANTOR (1) The Buyer acknowledges and agrees that the certificates for the Preferred Shares shall bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the Preferred Shares): These securities have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws. The sale to the holder of these securities and of the shares of common stock and warrants issuable upon conversion of these securities are not covered by a registration statement under the Act or registration under state securities laws. These securities have been acquired, and such shares of common stock and warrants must be acquired, for investment only and may not be sold, transferred or assigned in the absence of registration of the resale thereof or an opinion of counsel reasonably acceptable to the Company that such registration is not required. (2) The Buyer acknowledges and agrees that the certificates for the Warrants shall bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the Warrants): This security has not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws. The sale to the holder of this security and of the shares of common stock issuable upon exercise of this security are not covered by a registration statement under the Act or registration under state securities laws. This security has been acquired, and such shares of common stock must be acquired, for investment only and may not be sold, transferred or assigned in the absence of registration of the resale thereof or an opinion of counsel reasonably acceptable to the Company that such registration is not required. (3) The Buyer further acknowledges and agrees that until such time as the Common Shares have been registered for resale under the 1933 Act as contemplated by the Registration Rights Agreement, the certificates for the Common Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER upon conversion of the Preferred Shares, if any, delivered to OPTION GRANTOR at payment of dividends thereon and exercise of the Warrants may bear a Closing, shall include a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood form (and agreed that: (i) a stop-transfer order may be placed against transfer of the reference to certificates for the resale restrictions of Common Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). The securities have been acquired for investment and state securities may not be resold, transferred or Blue Sky laws assigned in the above legend shall be removed by delivery absence of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as an effective registration statement for the case may be, shall have delivered to securities under the other party a copy of a letter from the staff of the SECAct, or an opinion of counsel, in form and substance satisfactory counsel reasonably acceptable to the other party, to the effect Company that such legend registration is not required for purposes of the Securities Act or such laws;under said Act. (ii4) Once the reference Registration Statement required to be filed by the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering Company pursuant to Section 11 2 of the Registration Rights Agreement has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three days after surrender of such certificates by the Buyer and (2) the Company shall not be required to bear place any restrictive legend on certificates for Common Shares issued on conversion of the legend set forth in this Section 13Preferred Shares, payment of dividends thereon or exercise of the Warrants or impose any stop-transfer restriction thereon.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of Parent Common Stock issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, the Company hereunder shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER PARENT STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 1022, 19951998, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference reference, if OPTION HOLDER or OPTION GRANTOR, as the case may be, Company shall have delivered to the other party Parent a copy of a letter from the staff of the SECCommission, or an opinion of counsel, in form and substance satisfactory to the other partyParent, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Parent Stock Option Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Parent Stock Option Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend set forth in this Section 1312.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares This Warrant shall (and each Warrant issued in substitution for this Warrant issued pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT." Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD OR SOLD ONLY IF SO REGISTERED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR IF PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTACT.” Notwithstanding the foregoing, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORWarrant Shares, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required been registered for purposes of resale under the Securities Act or such laws; sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) or (ii) the reference Warrantholder has provided an opinion of counsel addressed to the provisions Company and reasonably satisfactory to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without Company that such reference if the shares have been sold or transferred in compliance registration is not required with the provisions of this Agreement and under circumstances that do not require the retention of respect to such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Warrant Shares.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder(1) The Buyer acknowledges and agrees that until such time as the Notes have been registered for resale under the 1933 Act as contemplated by Section 8, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at the Note shall bear a Closing, shall include a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood form (and agreed that: (i) a stop-transfer order may be placed against transfer of the reference to the resale restrictions of Note): This Note has not been registered under the Securities Act and of 1933, as amended (the “1933 Act”), or any state securities laws. The issuance to the holder of this Note of the shares of Common Stock issuable pursuant to this Note are not covered by a registration statement under the 1933 Act or Blue Sky laws registration under state securities laws. This Note has been acquired, and such shares must be acquired, for investment only and may not be sold, transferred or assigned unless (1) their resale is registered under the 1933 Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company and its legal counsel that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (2) The Buyer further acknowledges and agrees that the Warrants shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Warrants): This Warrant and the securities issuable upon its exercise have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold, transferred or assigned unless (1) the resale hereof is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company and its legal counsel that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (3) The Buyer further acknowledges and agrees that until such time as the Shares have been registered for resale under the 1933 Act as contemplated by Section 8 or are eligible for resale under Rule 144(k) under the 1933 Act, the certificates for the Shares, may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). The securities have been acquired for investment purposes only and may not be resold, transferred or assigned in the above absence of an effective registration statement for the securities under the 1933 Act or an opinion of counsel that registration is not required under the 1933 Act. (4) After the SEC Effective Date of any Registration Statement, or particular Shares covered by any Registration Statement are eligible for resale pursuant to Rule 144(k) under the 1933 Act, with respect to any Shares covered by such Registration Statement thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend shall be removed by delivery for certificates for any such Shares issued prior to the SEC Effective Date or prior to the time of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOReligibility, as the case may be, which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly but in no event later than ten Business Days after surrender of such certificates by the Buyer and (2) the Company shall have delivered to the other party a copy not place any restrictive legend on certificates for Conversion Shares issued on conversion of a letter from the staff Note or on any Warrant Shares issued upon exercise of the SEC, a Warrant or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear impose any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13stop-transfer restriction thereon.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED REGISTRERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL ADDITONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER VANSTAR STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10OCTOBER 6, 19951998, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: that (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above foregoing legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORGrantee of Grantor, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance reasonably satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; ; (ii) the reference to the provisions to of this Agreement in the above foregoing legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 9 shall not be required to bear the legend set forth in this Section 1311.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares Except as otherwise permitted by this Section 11, each share of Preferred Stock or REIT Common Stock issued pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, this Agreement shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE NOR PURSUANT TO THE SECURITIES OR "BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLESKY" LAWS OF ANY STATE. SUCH SECURITIES ARE ALSO SUBJECT MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH APPLICABLE "BLUE SKY" LAWS AND PURSUANT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORA REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO SUCH TRANSFER. The REIT shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions maintain a copy of this Agreement and under circumstances that do not require any amendments thereto on file in its principal office, and will make such copy available during normal business hours for inspection to any party thereto or will provide such copy to the retention of such reference; and (iii) Purchaser or any transferee upon its or their request. Whenever the legend requirements imposed by this Section 11.1 shall terminate, as provided in Section 11.2, the respective holders of shares of Preferred Stock or REIT Common Stock for which such legend requirements have terminated shall be removed in its entirety if entitled to receive from the conditions in REIT, at the preceding clauses (i) and (ii) are both satisfied. In additionREIT's expense, shares of Preferred Stock or REIT Common Stock, as applicable, without such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13legend.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares Except as otherwise permitted by this section 8, each Warrant originally issued and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, this section 8 shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933"This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933 and may not be transferred in the absence of such registration or an exemption therefrom under such Act." Except as otherwise permitted by this section 8, AS AMENDED(a) each certificate for Original Common Stock (or Other Securities) issued upon the exercise of any Warrant, OR ANY STATE SECURITIES OR BLUE SKY LAWSand (b) each certificate issued upon the direct or indirect transfer of any such Original Common Stock (or Other Securities) shall be stamped or otherwise imprinted with a legend in substantially the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and may not be transferred in the absence of such registration or an exemption therefrom under such Act." The holder of any Restricted Securities shall be entitled to receive from the Company, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTwithout expense, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: new securities of like tenor not bearing the applicable legend set forth above in this section 8 when such securities shall have been (ia) the reference to the resale restrictions of effectively registered under the Securities Act and state securities disposed of in accordance with the registration statement covering such Restricted Securities, (b) sold pursuant to Rule 144 or Blue Sky laws any comparable rule under the Securities Act, (c) transferred to a limited number of institutional holders, each of which shall have represented in writing that it is acquiring such Restricted Securities for investment and not with a view to the disposition thereof, or (d) when, in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, independent counsel for the holder thereof experienced in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or matters, such laws; (ii) the reference restrictions are no longer required in order to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in insure compliance with the provisions Securities Act. The Company will pay the reasonable fees and disbursements of this Agreement and under circumstances that do not require the retention counsel for any holder of such reference; and (iii) the legend shall be removed Restricted Securities in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering connection with all opinions rendered pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13section 8.

Restrictive Legends. Each Except as otherwise permitted by this Section 7, each certificate representing OPTION GRANTOR the Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE NOR PURSUANT TO THE SECURITIES OR "BLUE SKY LAWSSKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND MAY SUBSTANCE WILL BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF FURNISHED TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION ACT IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend The Company shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party maintain a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require any amendments thereto on file in its principal office, and will make such copy available during normal business hours for inspection to any party thereto or will provide such copy to the retention of such reference; and (iii) Purchaser upon its request. Whenever the legend requirement imposed by this section 7.1 shall terminate, as provided herein below, the respective holders of Shares for which such legend requirements have terminated shall be removed in its entirety if entitled to receive from the conditions in Company, at the preceding clauses (i) and (ii) are both satisfied. In additionCompany's expense, certificates without such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13legend.

Restrictive Legends. Each certificate representing OPTION GRANTOR (1) The Buyer acknowledges and agrees that the certificates for the Preferred Shares issued shall bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the Preferred Shares): These securities have not been registered under the Securities Act of 1933, as amended (the "Act"). The issuance to OPTION HOLDER hereunderthe holder of these securities of the shares of common stock issuable upon conversion of these securities is not covered by a registration statement under the Act. These securities have been acquired, and OPTION HOLDER Sharessuch shares of common stock must be acquired, if anyfor investment and may not be sold, delivered transferred or assigned unless (1) their resale is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to OPTION GRANTOR at the Company that such registration is not required or (3) sold, transferred or assigned to a Closing, QIB pursuant to Rule 144A. (2) The Buyer further acknowledges and agrees that the Warrant shall include bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood form (and agreed that: (i) a stop-transfer order may be placed against the reference to the resale restrictions of Warrant): This Warrant has not been registered under the Securities Act of 1933, as amended (the "Act"), and state may not be sold, transferred or assigned unless (1) the resale hereof is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (3) The Buyer further acknowledges and agrees that until such time as the Common Shares have been registered for resale under the 1933 Act as contemplated by Section 8 or are eligible for resale under Rule 144(k) under the 1933 Act, the certificates for the Common Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Common Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). The securities have been acquired for investment and may not be resold, transferred or Blue Sky laws assigned in the above absence of an effective registration statement for the securities under the Act, or an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that registration is not required under the Act. (4) Once the Registration Statement has been declared effective, or particular Common Shares are eligible for resale pursuant to Rule 144(k) under the 1933 Act, thereafter (A) upon request of the Buyer the Company will substitute certificates without restrictive legend shall be removed by delivery for certificates for any Common Shares issued prior to the SEC Effective Date or prior to the time of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOReligibility, as the case may be, shall have delivered to which bear such restrictive legend and remove any stop transfer restriction relating thereto promptly, but in no event later than five Trading Days after surrender of such certificates by the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form Buyer and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (iiB) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 Company shall not be required to bear the place any restrictive legend set forth in this Section 13on certificates for Common Shares subsequently issued or impose any stop transfer restriction thereon.

Restrictive Legends. Each certificate representing OPTION GRANTOR Certificates evidencing the Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, be delivered to OPTION GRANTOR at a Closing, shall hereunder may include a legends legally required including the legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10OCTOBER 29, 19952001, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: that (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky blue sky laws in the above foregoing legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER the Company or OPTION GRANTORSub, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance reasonably satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; ; (ii) the reference to the provisions to of this Agreement in the above foregoing legend shall be removed by delivery of substitute certificate(sCertificate(s) without such reference if the shares Shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each Except as otherwise provided in this Section 2, each certificate representing OPTION GRANTOR for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closingany subsequent transferee of any such certificate, shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES [SECURITY] [SHARES] REPRESENTED BY THIS CERTIFICATE HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE [SECURITY] [SHARES] REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR BLUE SKY LAWSEFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION PROPOSED TRANSFER IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED EXEMPT FROM THE ISSUER UPON REQUESTREGISTRATION REQUIREMENTS OF THE SECURITIES ACT. It is understood and agreed that: Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall terminate as to any particular Warrant or Warrant Share when (i) the reference Company shall have received from the holder thereof an opinion of counsel that such legend is not required in order to the resale restrictions of ensure compliance with the Securities Act and state securities Act, or Blue Sky laws in (ii) the above legend Warrant Shares have been registered using an appropriate filing under the Securities Act. Whenever the restrictions imposed by this Section 2.3 shall be removed by delivery terminate, the holder hereof or of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORWarrant Shares, as the case may be, shall have delivered be entitled to the other party a copy of a letter receive from the staff Company without cost to such holder a new Warrant or certificate for Warrant Shares of like tenor, as the SECcase may be, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13restrictive legend.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of Company Common Stock issued to OPTION HOLDER WeCo hereunder, and OPTION HOLDER WeCo Shares, if any, delivered to OPTION GRANTOR the Company at a Closing, shall include a legend in substantially the following folloWeCo form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER A STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10OCTOBER 18, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: : (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER WeCo or OPTION GRANTORthe Company, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend set forth in this Section 13.12. -12- 135

Restrictive Legends. Each certificate Subscriber understands that the certificates representing OPTION GRANTOR the Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at shall bear a Closing, shall include a restrictive legend in substantially the following form: form (and a stop transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR BLUE SKY ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS AVAILABLENOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTThe legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped if, DATED AS OF NOVEMBER 10unless otherwise required by state securities laws, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions sale of the Securities Act and state securities or Blue Sky laws Shares is registered under the 1933 Act, (ii) in connection with a sale transaction, such holder provides the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or Company with an opinion of counsel, in form and substance satisfactory to the other partya generally acceptable form, to the effect that such legend is not required for purposes a public sale, assignment or transfer of the Securities Act Shares may be made without registration under the 1933 Act, or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) such holder provides the legend shall be removed in its entirety if Company with reasonable assurances that the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as Shares may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be required to bear the legend set forth in this Section 13immediately sold.

Restrictive Legends. Each Warrant shall bear on the face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate representing OPTION GRANTOR Shares for shares of Common Stock initially issued upon the exercise of any Warrant and each certificate for shares of Common Stock issued to OPTION HOLDER hereundera subsequent transferee of such certificate shall, and OPTION HOLDER Sharesunless otherwise permitted by the provisions of this Section 10.2, if any, delivered to OPTION GRANTOR at a Closing, shall include bear on the face thereof a legend in reading substantially as follows: "The shares represented by this certificate have not been registered under the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF Securities Act of 1933, AS AMENDEDas amended, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood or any State securities laws and agreed that: (i) may not be sold or transferred in the reference absence of such registration or an exemption therefrom under said Act and any such State laws which may be applicable and are transferable only upon the conditions specified in the Warrant pursuant to which such shares were issued." In the resale restrictions of event that a registration statement covering the Underlying Shares or the Restricted Stock shall become effective under the Securities Act and state under any applicable State securities laws or Blue Sky laws in the above legend event that the Company shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or receive an opinion of counsel, in form and substance counsel reasonably satisfactory to the other party, Company (which shall include counsel to the effect that Company and independent counsel to the original purchaser hereof) that, in the opinion of such counsel, such legend hereon or on stock certificates is not not, or is no longer, necessary or required for purposes (including, without limitation, because of the availability of any exemption afforded by Rule 144, 144A or 144(k) of the General Rules and Regulations of the Securities Act and Exchange Commission (the "Commission")), the Company shall, or shall instruct its transfer agents and registrars to, remove such laws; (ii) legend herefrom or from the reference to certificates evidencing the provisions to this Agreement Restricted Stock or issue new certificates without such legend in lieu thereof. In the above legend shall be removed by absence of such registration or the delivery of substitute certificate(s) without such reference if legal opinion, the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 Company shall not be required to bear remove the legend set forth legend. Upon the written request of the holder or holders of any Warrant or of any Restricted Stock, the Company covenants and agrees forthwith to request independent counsel experienced in such matters to render an opinion with respect to the matters covered by this Section 139.2 and to bear all expenses (regardless of whether such independent counsel is counsel to the Company or the holder) in connection with the same.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares Warrant initially issued to OPTION HOLDER hereunderand each Warrant issued in exchange therefor shall, and OPTION HOLDER Sharesunless otherwise permitted by the provisions of this SECTION 7.10, if any, delivered to OPTION GRANTOR at a Closing, shall include bear on the face thereof a legend in reading substantially as follows: This Warrant and the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions shares of Common Stock issuable upon exercise hereof have not been registered or qualified for sale under the Securities Act and of 1933, as amended, or any state securities laws and may not be offered for sale, sold or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without otherwise transferred unless such reference if OPTION HOLDER offer, sale or OPTION GRANTOR, as the case may be, shall have delivered transfer is registered or qualified pursuant to the other party a copy registration requirements of a letter from the staff of the SECsuch Securities Act and any applicable state securities laws, or is preceded by an opinion of counselcounsel addressed to HORIZON Pharmacies, in form Inc. that such sale or other transfer is exempt from all such registration requirements. This Warrant and substance satisfactory the shares of Common Stock issuable upon exercise hereof are subject to the other partyterms and provisions specified in the Amended and Restated Warrant Purchase Agreement dated as of May 14, 1999, between HORIZON Pharmacies, Inc., and McKesson HBOC, Inc. Each certificate for shares of Common Stock of Company initially issued upon the exercise of any Warrant and each certificate for shares of Common Stock of Company issued to a subsequent transferee of such certificate shall, unless otherwise permitted by the effect that such provisions of this SECTION 7.10, bear on the face thereof a legend is reading substantially as follows: The shares represented by this certificate have not required for purposes of been registered under the Securities Act of 1933, as amended, or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall any state securities laws and may not be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention absence of such reference; and (iii) registration unless such sale or transfer is preceded by an opinion of counsel addressed to HORIZON Pharmacies, Inc., that such sale or other transfer is exempt from the legend shall be removed in its entirety if the conditions in the preceding clauses (i) registration requirements of said Securities Act and (ii) are both satisfied. In addition, any such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.state securities

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued (a) It is understood and agreed that the certificates evidencing the shares of Common Stock to OPTION HOLDER hereunderbe delivered to the Stockholders at the Closing, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closingeach certificate issued upon transfer thereof, shall include a legend in substantially bear the following formlegends, in addition to any other legends required by Delaware law: "THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR OFFERED AND SOLD ONLY IF SO 7. REGISTERED OR IF AN EXEMPTION IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLEACT. SUCH SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTSTOCKHOLDERS AGREEMENT OF BRYLANE, INC. (THE "COMPANY"), DATED AS OF NOVEMBER 10, 1995, A COPY [DATE OF EXECUTION] COPIES OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTCOMPANY. It is understood and agreed that:NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT." (ib) The Company agrees that it will issue new shares of Common Stock without the reference first sentence of the legend referred to in Section 3.01(a) to a Stockholder if the Stockholder demonstrates to the resale restrictions reasonable satisfaction of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORCompany, as the case may bethrough, shall have delivered to the among other party a copy of a letter from the staff things, any of the SECactions referred to in clauses (i), (ii) or an opinion (iii) of counsel, in form and substance satisfactory to the other party, to the effect second sentence of Section 4.02 that such legend is not required for purposes necessary under the Securities Act. The Company further agrees that it will issue new shares of Common Stock without the second sentence of the Securities Act or such laws; (iilegend referred to in Section 3.01(a) in the reference event it is demonstrated to the provisions Company's reasonable satisfaction that the relevant shares of Common Stock are no longer subject to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend restrictions on transfer set forth in this Section 13the Stockholders Agreement.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares ------------------- issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Parent hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10JANUARY 23, 19952001, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Option Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall Parent hereunder will include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10JUNE 20, 19952000, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTISSUER. It is understood and agreed that: that (i) the reference to the resale restrictions of arising under the Securities Act and state securities or Blue Sky laws in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or OPTION GRANTOR, as the case may be, shall have Holder has delivered to the other party Registrant a copy of a letter from the staff of the SEC, or an opinion of counsel, counsel in form and substance reasonably satisfactory to the other partyRegistrant and its counsel, to the effect that such legend is not required for purposes of the Securities Act or such laws; and (ii) the reference to the provisions restrictions pursuant to this Agreement in the above legend shall will be removed by delivery of substitute certificate(s) without such reference if the shares Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunderGlobal Note and Physical Note ------------------- that constitutes a Restricted Security or is sold in compliance with Regulation S shall bear the following legend (the "Private Placement Legend") on the face ------------------------ thereof until after the second anniversary of the later of the Issue Date and the last date on which Terra Capital or any Affiliate of Terra Capital was the owner of such Note (or any predecessor note) (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder), or such longer period of time as may be required under the Securities Act or applicable state securities laws in the opinion of counsel for Terra Capital, unless otherwise agreed by Terra Capital and the Holder thereof: This security has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and OPTION HOLDER Sharesneither this security nor any -------------- interest or participation herein (or therein) may be offered, if anysold, delivered to OPTION GRANTOR at a Closingassigned, shall include a legend transferred, pledged, encumbered or otherwise disposed of in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933absence of such registration or unless such transaction is exempt from, AS AMENDEDor not subject to, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions registration requirements of the Securities Act and or any applicable state securities laws. The holder hereof, by its acceptance of this security, agrees for the benefit of the issuer that this security may not be offered, sold, pledged or Blue Sky laws otherwise transferred prior to the expiration of the holding period applicable thereto under Rule 144(k) under the Securities Act which is applicable to this security (the "Resale ------ Restriction Termination Date") other than (1) to either issuer or its ---------------------------- subsidiaries, (2) so long as this security is eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person who the --------- seller reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A purchasing for its own account or for the account of a qualified institutional buyer, in each case to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A (as indicated by the box checked by the transferor on the certificate of transfer on the reverse of this security if this security is not in book-entry form), (3) to a non-"U.S. person" in an "offshore transaction" (as such terms are defined in Regulation S under the Securities Act) in accordance with Regulation S under the Securities Act (as indicated by the box checked by the transferor on the certificate of transfer on the reverse of this security if this security is not in book-entry form), (4) pursuant to any other available exemption from the registration requirements of the Securities Act, including the exemption provided by Rule 144 under the Securities Act, if available, or (5) pursuant to an effective registration statement under the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control, and subject to the right of the issuer or the Trustee for the securities prior to any such sale, pledge or other transfer pursuant to clause (4) above legend shall be removed by to require the delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance certifications and/or other information satisfactory to each of them. This legend will be removed upon request of the other partyholder on or after the Resale Restriction Termination Date. Each Global Note shall also bear the following legend on the face thereof: Unless and until it is exchanged in whole or in part for securities in definitive form, this security may not be transferred except as a whole by the depository to a nominee of the depository, or by any such nominee of the depository, or by the depository or nominee of such successor depository or any such nominee to a successor depository or a nominee of such successor depository. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to an issuer or its agent for registration of --- transfer, exchange or payment, and any certificate issued is registered in the effect that such legend is not required for purposes name of the Securities Act Cede & Co. or such laws; other name as is requested by an authorized representative of DTC (ii) and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the reference to the provisions to registered owner hereof, Cede & Co., has an interest herein. Transfers of this Agreement in the above legend global note shall be removed by delivery limited to transfers in whole, but not in part, to nominees of substitute certificate(s) without Cede & Co. or to a successor thereof or such reference if the shares have been sold or transferred successor's nominee and transfers of portions of this global note shall be limited to transfers made in compliance accordance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend restrictions set forth in this Section 132.14 of the Indenture referred to herein.

Restrictive Legends. (1) Each certificate representing OPTION GRANTOR Shares Holder acknowledges and agrees that the certificates for the shares of Series D Preferred issued to OPTION HOLDER hereundersuch Holder shall bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of such shares of Series D Preferred): These securities have not been registered under the Securities Act of 1933, as amended (the "Act"). The sale to the holder of these securities of the shares of common stock issuable upon conversion of these securities is not covered by a registration statement under the Act. These securities have been acquired, and OPTION HOLDER Sharessuch shares of common stock must be acquired, if anyfor investment and may not be resold, delivered transferred or assigned in the absence of an effective registration statement under the Act or an opinion of counsel reasonably satisfactory in form, scope and substance to OPTION GRANTOR at the Company that registration is not required under the Act. Section 9b(3)(A) of the Certificate of Designation permits a Closingholder of the securities represented by this certificate to convert such securities in accordance with the Certificate of Designation without being required to physically surrender this certificate to the Company unless all of the securities represented hereby are so converted. Consequently, following conversion of any of the securities represented by this certificate, the number of shares represented by this certificate may be less than the number of shares stated hereon. (2) Each Holder further acknowledges and agrees that the Warrants issued to such Holder shall include bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood form (and agreed that: (i) the reference to the resale restrictions a stop-transfer order may be placed against transfer of such Warrants): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities have been acquired for investment and state securities may not be resold, transferred or Blue Sky laws assigned in the above legend shall be removed by delivery absence of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORan effective registration statement for the securities under the Securities Act of 1933, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECamended, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect counsel that such legend registration is not required under said Act. (3) Each Holder further acknowledges and agrees that until such time as the Common Shares issued or issuable have been registered for purposes resale under the 1933 Act as contemplated by Section 3, the certificates for the Common Shares which are not so registered may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Common Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). The securities have been acquired for investment and may not be resold, transferred or such laws;assigned in the absence of an effective registration statement for the securities under the Act, or an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that registration is not required under the Act. (ii4) Once an Additional Registration Statement or the Warrant Share Registration Statement has been declared effective, thereafter (1) upon request of any Holder the Company will substitute certificates without restrictive legend for certificates for any Common Shares issued prior to the SEC Effective Date of such Registration Statement and which are covered by such Registration Statement which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three days after surrender of such certificates by such Holder and (2) the reference to the provisions to this Agreement in the above Company shall not place any restrictive legend shall be removed by delivery on certificates for Conversion Shares issued on conversion of substitute certificate(s) without such reference if the shares have been sold of Series D Preferred or transferred in compliance with the provisions Warrant Shares issued on exercise of this Agreement and under circumstances that do not require the retention of Warrants which shares are covered by such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear Registration Statement or impose any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13stop-transfer restriction thereon.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, (1) The Buyers acknowledge and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at agree that the Notes shall bear a Closing, shall include a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood form (and agreed that: (i) a stop-transfer order may be placed against transfer of the reference to the resale restrictions of Notes): This Note has not been registered under the Securities Act and of 1933, as amended (the "1933 Act"), or any state securities laws. This Note has been acquired for investment only and may not be sold, transferred or Blue Sky laws assigned unless (1) resale is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company and its counsel that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (2) The Buyers further acknowledge and agree that the Warrants shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Warrants): This Warrant has not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold, transferred or assigned unless (1) the resale hereof is registered under the Act, (2) the Company has received an opinion of counsel reasonably satisfactory in form, scope and substance to the Company and its counsel that such registration is not required or (3) sold, transferred or assigned to a QIB pursuant to Rule 144A. (3) The Buyers further acknowledge and agree that until such time as the Shares have been registered for resale under the 1933 Act as contemplated by Section 8 or are eligible for resale under Rule 144(k) under the 1933 Act, the certificates for the Shares, may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act"). The securities have been acquired for investment and may not be resold, transferred or assigned in the above absence of an effective registration statement for the securities under the 1933 Act or an opinion of counsel reasonably satisfactory in form, scope and substance to the Company and its counsel that registration is not required under the 1933 Act. (4) Once the Registration Statement required to be ▇▇▇▇▇ ▇y the Company pursuant to Section 8 has been declared effective or particular Shares are eligible for resale pursuant to Rule 144(k) under the 1933 Act, thereafter (1) upon request of a Buyer the Company will substitute certificates without restrictive legend shall be removed by delivery for certificates for any such Shares issued prior to the SEC Effective Date or prior to the time of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOReligibility, as the case may be, which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three Business Days after surrender of such certificates by the Buyer, and (2) the Company shall have delivered to not place any restrictive legend on certificates for Interest Shares issued in payment of interest on the other party a copy of a letter from the staff Notes or on any Warrant Shares issued upon exercise of the SEC, Warrants or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear impose any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13stop-transfer restriction thereon.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of Company Common Stock issued to OPTION HOLDER WeCo hereunder, and OPTION HOLDER WeCo Shares, if any, delivered to OPTION GRANTOR the Company at a Closing, shall include a legend in substantially the following folloWeCo form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER A STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, AGREEMENT DATED AS OF NOVEMBER 10OCTOBER 18, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: : (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER WeCo or OPTION GRANTORthe Company, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend set forth in this Section 1312.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunderfor Restricted Stock shall, and OPTION HOLDER Sharesunless otherwise permitted by the provisions of this (S) 11.2, if any, delivered to OPTION GRANTOR at a Closing, shall include bear on the face thereof a legend in reading substantially the following formas follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, LAWS AND MAY NOT BE REOFFERED SOLD OR SOLD ONLY IF SO REGISTERED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR IF AN EXEMPTION FROM THEREFROM UNDER SUCH REGISTRATION IS AVAILABLE. SUCH ACT AND ANY STATE SECURITIES LAWS THAT MAY BE APPLICABLE AND ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WARRANT PURSUANT TO WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTSUCH SHARES WERE ISSUED. It is understood and agreed that: (i) If a registration statement covering this Warrant or the reference to the resale restrictions of Restricted Stock shall become effective under the Securities Act and under any applicable state securities laws or Blue Sky laws in if the above legend Company shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or receive an opinion of counsel, in form and substance counsel reasonably satisfactory to the other party, Company (which shall include counsel to the effect that Company and counsel to the original purchaser hereof) that, in the opinion of such counsel, such legend is not not, or is no longer, necessary or required for purposes (including, without limitation, because of the Securities Act availability of any exemption afforded by Rule 144 of the Commission, the Company shall, or shall instruct its transfer agents and registrars to, remove such laws; (ii) legend from the reference certificates evidencing the Restricted Stock or issue new certificates without such legend. Upon the written request of the Holder of this Warrant or of the Restricted Stock, the Company shall forthwith request independent counsel experienced in such matters to render an opinion with respect to the provisions to this Agreement in matters covered herein, and the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates Company shall bear any other legend as may be required by law. Certificates representing shares sold all expenses in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13connection therewith.

Restrictive Legends. Each RBB Bank agrees that, subject to the provisions herein, all certificates representing the Securities shall bear a restrictive legend which shall include, but not be limited to, a legend to the effect that (a) the Securities represented by such certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunderhave not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and OPTION HOLDER Shares(b) unless there is an effective registration statement relating to the Securities, if anythe Securities may not be offered, delivered sold, transferred, mortgaged, pledged or hypothecated without an exemption from registration and an opinion of counsel to OPTION GRANTOR at a ClosingPESI with respect thereto, or an opinion from counsel for RBB Bank, which opinion is satisfactory to PESI, to the effect that registration under the Securities Act is not required in connection with such sale or transfer and the reasons therefor. The legend on all such certificates shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the make reference to the registration rights set forth herein. Representations, Warranties and Covenants of RBB Bank. ______________________________________________________ RBB Bank hereby represents, warrants and covenants to PESI as follows: Investment Intent. _________________ RBB Bank represents and warrants that the Securities are being purchased or acquired solely to be held by RBB Bank as agent for certain of its clients who have provided to RBB Bank the $3,000,000 described in this Letter Agreement. RBB Bank=s own account, for investment purposes only and not with a view toward the distribution or resale restrictions to others. RBB Bank acknowledges, understands and appreciates that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in large part, upon RBB Bank=s representations as to investment invention, investor status, and related and other matters set forth herein. Certain Risk. _____________ RBB Bank recognizes that the purchase of the Securities involves a high degree of risk in that (a) PESI has sustained losses from its operations, and may require substantial funds in addition to the proceeds of this private placement; (b) that PESI has a substantial accumulated deficit; (c) an investment in PESI is highly speculative and only investors who can afford the loss of their entire investment should consider investing in PESI and the Securities; (d) an investor may not be able to liquidate his investment; (e) transferability of the Securities is extremely limited; (f) in the event of a disposition an investor could sustain the loss of his entire investment; (g) the Warrants represent the right to exercise and purchase shares of voting equity securities in a corporate entity that has an accumulated deficit; (h) no return on investment, whether through distributions, appreciation, transferability or otherwise, and no performance by, through or of PESI, has been promised, assured, represented or warranted by PESI, or by any director, officer, employee, agent or representative thereof; and, (i) while the Common Stock is presently quoted and traded on the Boston Stock Exchange and the NASDAQ and while RBB Bank is a beneficiary of certain registration rights provided herein, the Securities subscribed for and that are purchased under this Letter Agreement (i) are not registered under applicable federal (U. S.) or state securities laws, and thus may not be sold, conveyed, assigned or transferred unless registered under such laws or unless an exemption from registration is available under such laws, as more fully described herein, and (ii) the Securities subscribed for and that are to be purchased under this Letter Agreement are not quoted, traded or listed for trading or quotation on the NASDAQ, or any other organized market or quotation system, and there is therefore no present public or other market for the Securities, nor can there be any assurance that the Common Stock of PESI will continue to be quoted, traded or listed for trading or quotation on the Boston Stock Exchange or the NASDAQ or on any other organized market or quotation system. Prior Investment Experience. ____________________________ RBB Bank acknowledges that it has prior investment experience, including investment in non-listed and non-registered securities, or has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by PESI to it and to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment. No Review by the SEC. ____________________ RBB Bank hereby acknowledges that this offering of the Securities has not been reviewed by the SEC because this private placement is intended to be a nonpublic offering pursuant to Sections 4(2) and/or 3(b) of the Securities Act and/or Regulation D promulgated under the Securities Act. Not Registered. _______________ RBB Bank understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon RBB Bank's investment intention. In this connection, RBB Bank understands that it is the position of the SEC that the statutory basis for such exemption would not be present if its representation merely meant that its present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise (assuming that a market develops), or for any other fixed period. No Public Market. ________________ RBB Bank understands that there is no public market for the Warrants. RBB Bank understands that although there is presently a public market for the Common Stock, including the Warrant Shares and the Issuable Shares, Rule 144 (the "Rule") promulgated under the Securities Act requires, among other conditions, a one-year holding period following full payment of the consideration therefor prior to the resale (in limited amounts) of securities acquired in a nonpublic offering without having to satisfy the registration requirements under the Securities Act. RBB Bank understands that PESI makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Exchange Act, or its dissemination to the public of any current financial or other information concerning PESI, as is required by the Rule as one of the conditions of its availability. RBB Bank understands and hereby acknowledges that PESI is under no obligation to register the Securities or under the Securities Act, except as set forth herein. RBB Bank agrees to hold PESI and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by RBB Bank contained herein or any sale or distribution by RBB Bank in violation of the Securities Act or any applicable state securities or Blue Sky "blue sky" laws (collectively, "Securities Laws"). Sophisticated Investor. ______________________ RBB Bank hereby acknowledges and asserts that (a) RBB Bank has adequate means of providing for RBB Bank's current financial needs and possible contingencies and has no need for liquidity of RBB Bank's investment in the above legend shall be removed by delivery Securities; (b) RBB Bank is able to bear the economic risks inherent in an investment in the Securities and that an important consideration bearing on its ability to bear the economic risk of substitute certificate(sthe purchase of Securities is whether RBB Bank can afford a complete loss of RBB Bank's investment in the Securities and RBB Bank represents and warrants that RBB Bank can afford such a complete loss; and (c) without RBB Bank has such reference if OPTION HOLDER knowledge and experience in business, financial, investment and banking matters (including, but not limited to, investments in restricted, non-listed and non-registered securities) that RBB Bank is capable of evaluating the merits, risks and advisability of an investment in the Securities. Tax Consequences. _________________ RBB Bank acknowledges that PESI has made no representation regarding the potential or OPTION GRANTORactual tax consequences for RBB Bank which will result from entering into and consummating the Letter Agreement. RBB Bank acknowledges that it bears complete responsibility for obtaining adequate tax advice regarding the Letter Agreement. SEC Filing. __________ RBB Bank acknowledges that it has been previously furnished with true and complete copies of the following documents which have been filed with the SEC pursuant to Sections 13(a), as 14(a), 14(c) or 15(d) of the case may beExchange Act, shall and that such have delivered been furnished to RBB Bank a reasonable time prior to the other party date hereof: (a) PESI's Form 10-K for the year ended December 31, 1999, (b) PESI's Form 10-Q for the quarter ended March 31, 2000, and (c) PESI's Form 10-Q for the quarter ended June 30, 2000. Documents, Information and Access. __________________________________ RBB Bank's decision to purchase the Securities is not based on any promotional, marketing or sales materials, and RBB Bank and its representatives have been afforded, prior to purchase thereof, the opportunity to ask questions of, and to receive answers from, PESI and its management, and has had access to all documents and information which RBB Bank deems material to an investment decision with respect to the purchase of Securities hereunder. No Registration, Review or Approval ____________________________________ RBB Bank acknowledges and understands that the private offering and sale of Securities pursuant to this Letter Agreement has not been reviewed or approved by the SEC or by any state securities commission, authority or agency, and is not registered under the Securities Laws. RBB Bank acknowledges, understands and agrees that the Shares are being offered and exchanged hereunder pursuant to a copy of a letter from private placement exemption to the staff registration provisions of the SECSecurities Act pursuant to Section 3(b) and/or Section 4(2) of such Securities Act and/or Regulation D promulgated under the Securities Act. Transfer Restrictions. _____________________ RBB Bank will not transfer any Securities purchased under this Letter Agreement unless such Securities are registered under the Securities Laws, or unless an exemption is available under such Securities Laws, and PESI may, if it chooses, where an exemption from registration is claimed by RBB Bank, condition any transfer of Securities out of RBB Bank's name upon an opinion of PESI's counsel, to the effect that the proposed transfer is being effected in accordance with, and does not violate, an applicable exemption from registration under the Securities Laws, or an opinion of counselcounsel to RBB Bank, in form and substance which opinion is satisfactory to the other partyPESI, to the effect that such legend registration under the Securities Act is not required for purposes of in connection with such sale or transfer and the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13reasons therefor.

Restrictive Legends. (a) Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, which are Registrable Shares shall include a legend in substantially (unless otherwise permitted by subsection (d) of this Section 5.4 or Section 5.2 hereof) be stamped with the following formlegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH MAY NOT BE SOLD OR TRANSFERRED IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS ABSENCE OF NOVEMBER 10, 1995, A COPY SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE OBTAINED COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE ISSUER REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. (b) Each certificate representing Shares which are Registrable Shares shall also be stamped with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN CERTAIN STOCKHOLDERS AND THE COMPANY WHICH INCLUDES RESTRICTIONS ON CERTAIN SALES OF THE SECURITIES. COPIES OF THE AGREEMENT MAY BE OBTAINED UPON REQUESTWRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (c) Each certificate representing Shares which are Registrable Shares shall be stamped with such other legends, if any, as are required by applicable federal or state law. (d) Each Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Agreement. It is understood The legend placed on any certificate pursuant to Section 5.4(a) hereof and agreed that: any notations or instructions with respect to the Shares represented by such certificate will be promptly removed, and the Company will promptly issue a certificate without such legend to the Holder of such Shares (i) if such Shares are registered under the reference to Securities Act (but only in connection with the resale restrictions actual sale of such securities) and a prospectus meeting the requirements of Section 10 of the Securities Act and state securities or Blue Sky laws in is available, (ii) if the above legend shall be removed Holder thereof satisfies the requirements of Rule 144(k) and, where reasonably determined necessary by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORthe Company, as provides the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or Company with an opinion of counselcounsel for the Holder of the Shares, in form both such counsel and substance such opinion being satisfactory to the other partyCompany, to the effect that such legend is not required for purposes (A) the Holder meets the requirements of Rule 144(k) or (B) a public sale, transfer or assignment of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as Shares may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13made without registration.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares This Warrant shall (and each Warrant issued in substitution for this Warrant pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT." Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of this Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE REOFFERED SOLD OR SOLD ONLY IF SO REGISTERED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR IF PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTACT." Notwithstanding the foregoing, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORWarrant Shares, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required been registered for purposes of resale under the Securities Act and sold pursuant to such registration or such laws; sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) or (ii) the reference Warrantholder has received an opinion of counsel reasonably satisfactory to the provisions Company that such registration is not required with respect to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Warrant Shares.

Restrictive Legends. The FindWhat Common Shares to be issued pursuant to this Section 2.3 shall not have been registered and shall be characterized as "restricted securities" under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate representing OPTION GRANTOR evidencing FindWhat Common Shares to be issued pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, this Section 2.3 shall include a legend in substantially bear the following formlegend: "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, . SUCH SHARES MAY NOT BE SOLD OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION FROM UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED." and any legends required by state securities laws. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENTAdditionally, DATED AS OF NOVEMBER 10except as provided in Schedule 2.3(i), 1995each Comet Stockholder entitled to receive 50,000 or more FindWhat Common Shares issued in connection with the Merger (a "VOLUME RESTRICTED HOLDER") will receive certificates evidencing such FindWhat Common Shares, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTor any replacements or substitutions therefor, registered in the name of such Volume Restricted Holder with a legend stating in substance that (a) during the 30-day period following the Closing Date, such Volume Restricted Holder may not transfer any of such FindWhat Common Shares, and (b) during each of the 12 successive 30-day periods thereafter, such Volume Restricted Holder may not transfer more than 50,000 of such FindWhat Common Shares per 30-day period (the "RESTRICTIVE PERIOD"); provided, however, that the foregoing restrictions shall not be applicable to the sale or liquidation of any FindWhat Common Shares by the Escrow Agent pursuant to the terms of the Escrow Agreement. It is understood and agreed that: (ithat stop transfer instructions will be given to all transfer agents of FindWhat Common Shares for purposes of this Section 2.3(i) and that the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend described herein shall be removed by delivery of a substitute certificate(s) certificate without such reference if OPTION HOLDER or OPTION GRANTOR, legend as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to first business day after the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Restrictive Period.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares shares of Company Common Stock issued to OPTION HOLDER Acquiror hereunder, and OPTION HOLDER Acquiror Shares, if any, delivered to OPTION GRANTOR the Company at a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 109, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: : (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER Acquiror or OPTION GRANTORthe Company, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SECSecurities and Exchange Commission, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; Act; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 10 shall not be required to bear the legend set forth in this Section 1311.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares any of the Securities (or any other securities issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, in respect of the Securities upon any stock split or stock dividend) shall include (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend substantially in substantially the following form: form (in addition to any legend required under applicable federal or 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 MAY NOT BE SOLD OR ANY STATE SECURITIES TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLETHEREFROM. SUCH THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER HEREOF ARE ALSO SUBJECT TO ADDITIONAL CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AND OTHER RESTRICTIONS, AND THE OPTION HOLDER STOCK OPTION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDER) IS BOUND BY THE TERMS OF A WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUESTCOMPANY). It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above Such legend shall be removed by delivery of substitute certificate(scertificates without legend: (i) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall Securities have delivered been sold pursuant to the other party a copy of a letter from the staff of the SECan effective registration statement, or an opinion (ii) if Rule 144(k) may be utilized by the seller of counselsuch security, in form and substance satisfactory to the other party, to the effect that or (iii) if such legend is not required for purposes under applicable requirements of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13Act.

Restrictive Legends. Each In addition to the legend required by Section 4.07 of the Charter to the extent applicable, any certificate representing OPTION GRANTOR or other document issued in respect of any Preferred Shares issued to OPTION HOLDER hereundershall be endorsed with the legend set forth below, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed thatas appropriate: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend shall be removed by delivery of substitute certificate(s“THE SECURITIES REPRESENTED HEREBY HAVE NOTBEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACTOF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, ‘TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED (1) without such reference if OPTION HOLDER or OPTION GRANTORABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT (2) ABSENT AN OPINION OF COUNSEL, as the case may beWHICH OPINION IS REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY AND ITS COUNSEL, shall have delivered to the other party a copy of a letter from the staff of the SECTO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES LAWS OF SUCH STATES OR THAT SUCH TRANSACTION COMPLIES WITH THE RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT OR SUCH STATES OR, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws;(3) EXCEPT IN A TRANSACTION IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.” and (ii) the reference to the provisions to this Agreement in the above any legend required by any applicable state securities law. The Company shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions maintain a copy of this Agreement and under circumstances that do not require any amendments thereto on file in its principal offices, and will make such copy available during normal business hours for inspection to any party thereto or will provide such copy to the retention of such reference; and (iii) Investor or any transferee upon its or their request. Whenever the legend requirements imposed by this Section 6.1 shall terminate, as provided in Section 6.2, the respective holders of Preferred Shares for which such legend requirements have terminated shall be removed in its entirety if entitled to receive from the conditions in Company, at the preceding clauses (i) and (ii) are both satisfied. In additionCompany’s expense, certificates representing the Preferred Shares without such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13legend.

Restrictive Legends. Each Except as otherwise permitted by this Section 10, each Note and Warrant certificate representing OPTION GRANTOR Shares (or Common Stock certificate issued on exercise thereof or in exchange therefor) issued pursuant to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, this Agreement shall include be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE NOR PURSUANT TO THE SECURITIES OR "BLUE SKY LAWSSKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN ACCORDANCE WITH APPLICABLE "BLUE SKY" LAWS AND MAY BE REOFFERED PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR SOLD ONLY RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO SUCH ACT, PROVIDED THAT, IF SO REGISTERED OR IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE IS FURNISHED TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION ACT IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act and state securities or Blue Sky laws in the above legend The Company shall be removed by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTOR, as the case may be, shall have delivered to the other party maintain a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention any amendments thereto on file in its principal office, and will make such copy available during normal business hours for inspection to any party thereto or will provide such copy to any holder of Notes or Warrants upon such reference; and (iii) holder's request. Whenever the legend requirement imposed by this Subsection 10.1 shall terminate, as provided in Subsection 10.2 hereof, the respective holders of Notes and Warrants for which such legend requirements have terminated shall be removed in its entirety if entitled to receive from the conditions in Company, at the preceding clauses (i) and (ii) are both satisfied. In additionCompany's expense, new Notes or Warrant certificates, as applicable, without such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13legend.

Restrictive Legends. Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, (a) Global Notes shall include a legend bear restrictive legends in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEform set forth in Exhibit A hereof. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 10, 1995, Definitive Notes shall be in substantially the form set forth in Exhibit A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST. It is understood and agreed that:hereof excluding the Global Notes Legend set forth thereon. (ib) the reference The required legends set forth on Exhibit A may be removed from a Global Note as provided in such legends or if there is delivered to the resale Issuer and the Trustee such evidence satisfactory to the Issuer, which shall include an Opinion of Counsel, as may reasonably be required by the Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Note (or beneficial interests therein) will not violate the registration requirements of the Securities Act. Upon provision of such evidence satisfactory to the Issuer, the Trustee, at the written direction of the Issuer, shall authenticate and deliver in exchange for such Note a Note (or Notes) having an equal aggregate principal balance that does not bear such legend. If such a legend required for a Note has been removed as provided above, then no other Note issued in exchange for all or any part of such Note shall bear such legend unless the Issuer has reasonable cause to believe that such other Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and state securities instructs the Trustee to cause a legend to appear thereon. (c) The Trustee shall have no obligation or Blue Sky laws duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or Applicable Law with respect to any transfer of any interest in the above legend shall be removed by any Note (including any transfers between or among DTC Participants or owners of beneficial interests in any Note) other than to require delivery of substitute certificate(s) without such reference certificates and other documentation or evidence as are expressly required by, and to do so if OPTION HOLDER or OPTION GRANTORand when expressly required by, this Indenture, and to examine the same to determine material compliance as the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance satisfactory to the other party, to the effect that such legend is not required for purposes of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13express requirements hereof.

Restrictive Legends. (a) Each certificate representing OPTION GRANTOR Shares issued to OPTION HOLDER hereunder, and OPTION HOLDER Shares, if any, delivered to OPTION GRANTOR at a Closing, shall include a legend in substantially (unless otherwise permitted by subsection (c) of this Section 3 or Section 4) be stamped with the following formlegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, AS AMENDED, TRANSFERRED OR ANY STATE SECURITIES PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR BLUE SKY LAWS, AND UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH REGISTRATION IS AVAILABLE. SUCH NOT REQUIRED. (b) Each certificate representing Shares shall also be stamped with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL THE TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN CERTAIN STOCKHOLDERS AND THE CORPORATION WHICH INCLUDES RESTRICTIONS ON TRANSFER AS SET FORTH IN CERTAIN SALES OF THE OPTION HOLDER STOCK OPTION AND TRIGGER PAYMENT AGREEMENT, DATED AS SECURITIES. COPIES OF NOVEMBER 10, 1995, A COPY OF WHICH THE AGREEMENT MAY BE OBTAINED FROM UPON WRITTEN REQUEST TO THE ISSUER UPON REQUESTSECRETARY OF THE CORPORATION. (c) Each Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer established in this Agreement. It is understood The legend placed on any certificate pursuant to Section 3(a) and agreed that: any notations or instructions with respect to the Restricted Shares represented by such certificate will be promptly removed, and the Company will promptly issue a certificate without such legend to the Holder of such Restricted Shares (i) if such Restricted Shares are registered under the reference to Securities Act (but only in connection with the resale restrictions actual sale of such securities) and a prospectus meeting the requirements of Section 10 of the Securities Act and state securities is available or Blue Sky laws in (ii) if the above legend shall be removed Holder thereof satisfies the requirements of Rule 144(k) and, where reasonably determined necessary by delivery of substitute certificate(s) without such reference if OPTION HOLDER or OPTION GRANTORthe Company, as provides the case may be, shall have delivered to the other party a copy of a letter from the staff of the SEC, or Company with an opinion of counselcounsel for the Holder of the Shares, in form both such counsel and substance such opinion being reasonably satisfactory to the other partyCompany, to the effect that such legend is not required for purposes (A) the Holder meets the requirements of Rule 144(k) or (B) a public sale, transfer or assignment of the Securities Act or such laws; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as Shares may be required by law. Certificates representing shares sold in a registered public offering pursuant to Section 11 shall not be required to bear the legend set forth in this Section 13made without registration.