Common use of Restrictive Legends Clause in Contracts

Restrictive Legends. The Partnership Agreement, each certificate (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 a subsequent transferee of such Class A Common Units may be required to bear a legend 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 as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 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 under any applicable securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.

Restrictive Legends. The Partnership AgreementExcept 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 a legend in substantially the following or a comparable 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." Except as otherwise permitted by this Section 8, (a) each certificate for shares of Common Stock (if anyor Other Securities) for Class A Common Units initially issued upon the exercise of this Option any Warrant, and (b) each certificate issued upon the direct or indirect transfer of any such Common Stock (if anyor Other Securities) for Class A Common Units issued to shall be stamped or otherwise imprinted with a subsequent transferee 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 Class A Common Units may registration or an exception therefrom under such Act." The holder (or its transferee, as applicable) of any Restricted Securities shall be required entitled to bear a receive from the Company, without expense, new securities of like tenor not bearing the applicable legend 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 set forth above in this Section 10.2, 8 when such certificates securities shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. have been (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering such Restricted Securities, (b) disposed of pursuant to the provisions of Rule 144 or any comparable rule under any applicable securities laws the Securities Act, or (c) when, in the event that written reasonable opinion of independent counsel for the Partnership shall receive holder thereof experienced in Securities Act matters, such certificates, legal restrictions are no longer required in order to insure compliance with the Securities Act (including when the provisions of Rule 144(k) or any comparable rule under the Securities Act have been satisfied). The Company will pay the reasonable fees and disbursements of counsel for any holder of Restricted Securities in connection with all opinions or other information as the Partnership may reasonably require rendered pursuant 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may bethis Section 8.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Shares initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Shares issued to a any subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Shares is eligible for resale without registration pursuant to Rule 144 or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND SOLD ONLY IF SO REGISTERED APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR IN A MANNER (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER SUCH ACTREGISTRATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS." 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, L.P. if (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective i) such Shares are registered for resale under the Securities Act and Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under any applicable securities laws or in the 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 notRule 144, or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.28.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (THE "SECURITIES ACT"), AS AMENDEDOR ANY APPLICABLE STATE SECURITIES LAW AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, AND OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED EFFECTED WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR IN A MANNER EXEMPT (B) AN EXEMPTION FROM THE REGISTRATION UNDER SUCH ACT. REQUIREMENTS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 ACT AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPANY APPLICABLE STATE SECURITIES LAWS. 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 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 any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable state securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 8.2 shall be paid by the holder.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Stock issued to a any subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144(k) or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF THE COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER ISSUABLE UPON EXERCISE OF THESE SECURITIES WILL MAY BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. In SECURITIES." The legend set forth above shall be removed and the event that Company shall issue a registration statement covering any Class A Common Units issued certificate without such legend to the holder of the Shares upon which it is stamped or issuable upon exercise of this Option shall become effective issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Shares are registered for resale under the Securities Act and Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under any applicable securities laws or in the 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 notRule 144(k), or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission). Following the Effective Date or at such earlier time as a legend is no longer required for certain Shares, the Partnership shallCompany will no later than three (3) Business Days following the delivery by an Investor to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to effect the reissuance and/or transfer and an opinion of Investor's counsel reasonably acceptable to the Company), issue irrevocable transfer agent instructions and cause to be delivered to such Investor a certificate representing such Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section The Company shall instruct its transfer agents facilitate the timely preparation and registrars todelivery of certificates representing the Warrant Stock to be sold pursuant to an effective Registration Statement, remove which certificates shall be free, to the extent permitted by applicable law and this Warrant, of all restrictive legends, and to enable such legend from the Partnership Agreement Warrant Stock to be in such denominations and the certificates (if any) evidencing registered in such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, names as the case Holder may berequest at least five (5) business days prior to any sale of the Warrant Stock.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Stock issued to a any subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144(k) or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF THE COMPANY’S COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER ISSUABLE UPON EXERCISE OF THESE SECURITIES WILL MAY BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. In SECURITIES.” The legend set forth above shall be removed and the event that Company shall issue a registration statement covering any Class A Common Units issued certificate without such legend to the holder of the Shares upon which it is stamped or issuable upon exercise of this Option shall become effective issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Shares are registered for resale under the Securities Act and Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under any applicable securities laws or in the 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 notRule 144(k), or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission). Following the Effective Date or at such earlier time as a legend is no longer required for certain Shares, the Partnership shallCompany will no later than three (3) Business Days following the delivery by an Investor to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to effect the reissuance and/or transfer and an opinion of Investor’s counsel reasonably acceptable to the Company), issue irrevocable transfer agent instructions and cause to be delivered to such Investor a certificate representing such Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section The Company shall instruct its transfer agents facilitate the timely preparation and registrars todelivery of certificates representing the Warrant Stock to be sold pursuant to an effective Registration Statement, remove which certificates shall be free, to the extent permitted by applicable law and this Warrant, of all restrictive legends, and to enable such legend from the Partnership Agreement Warrant Stock to be in such denominations and the certificates (if any) evidencing registered in such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, names as the case Holder may berequest at least five (5) business days prior to any sale of the Warrant Stock.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Stock issued to a any subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144 or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND SOLD ONLY IF SO REGISTERED APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR IN A MANNER (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER SUCH ACTREGISTRATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS." 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, L.P. if (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective i) such Shares are registered for resale under the Securities Act and Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under any applicable securities laws or in the 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 notRule 144, or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.

Restrictive Legends. The Partnership Agreement, each certificate (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 a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatshall, unless otherwise permitted by the provisions of this Section 10.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable issueable upon exercise of this Option shall become effective under the Securities Act and under any applicable State securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.

Restrictive Legends. The Partnership Each of the Investors hereby acknowledges and agrees that, during the term of this Agreement, each certificate (if anyof the certificates or book-entry confirmations representing Shares or Warrants shall be subject to stop transfer instructions and shall include the applicable portion(s) for Class A Common Units initially issued upon of the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a legend 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 as followslegends set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR IN A MANNER EXEMPT OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROSTHEREUNDER., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Shares, Warrants or Common Units issued or Stock issuable upon exercise of the Warrants or upon conversion of convertible Indebtedness acquired by Stockholder in the Company Refinancing (i) are no longer subject to the transfer restrictions set forth in this Option shall become effective Agreement, (ii) are Transferred in a transaction registered under the Securities Act, (iii) are Transferred in a transaction exempt from the registration requirements of the Act, and upon delivery to the Company of such documents as it may reasonably request with respect to such exemption, (iv) upon an Investor’s request and receipt by the Company and its transfer agent of an opinion of Investor’s counsel reasonably satisfactory to the Company and its transfer agent to the effect that a “private placement” legend is no longer required under the Act and under any applicable securities state laws or in (v) upon an Investor’s request and receipt by the 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 Company and its transfer agent of the availability certificate attached hereto as Exhibit A certifying that such shares of any exemption afforded by Common Stock are eligible for resale without limitation under Rule 144 (other than Company information requirements of the General Rules and Regulations of the CommissionRule 144(c)), the Partnership shall, or Company shall instruct 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 promptly issue new certificates without 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 in lieu thereof, or issue a replacement Option without the legendnotation, as the case may beapplicable, in accordance with this Section 2.2.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Stock issued to a any subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144(k) or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND SOLD ONLY IF SO REGISTERED APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR IN A MANNER (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER SUCH ACTREGISTRATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS." 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, L.P. if (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective i) such Shares are registered for resale under the Securities Act and Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under any applicable securities laws or in the 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 notRule 144(k), or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.

Restrictive Legends. The Partnership Agreement, each certificate (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 a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatshall, unless otherwise permitted by the provisions of this Section 10.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 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 under any applicable State securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.

Restrictive Legends. The Partnership Agreement, each Each certificate (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 a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatRestricted Stock shall, unless otherwise permitted by the provisions of this Section 10.2(S) 11.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN A MANNER EXEMPT FROM THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. ACT AND ANY STATE SECURITIES LAWS THAT MAY BE APPLICABLE AND ARE TRANSFERABLE ONLY UPON THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH CONDITIONS SPECIFIED IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME WARRANT PURSUANT TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPSUCH SHARES WERE ISSUED. 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 event that If a registration statement covering any Class A Common Units issued this Warrant or issuable upon exercise of this Option the Restricted Stock shall become effective under the Securities Act and under any applicable state securities laws or if the Company shall receive an opinion of counsel reasonably satisfactory to the Company (which shall include counsel to the Company and counsel to the original purchaser hereof) that, in the event that the Partnership shall receive opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Restricted Stock or issue new certificates without such legend 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 lieu thereofsuch matters to render an opinion with respect to the matters covered herein, or issue a replacement Option without and the legend, as the case may beCompany shall bear all expenses in connection therewith.

Restrictive Legends. The Partnership Agreement(a) Each Global Security and Physical Security that constitutes a Restricted Security shall bear the legend (the “Security Private Placement Legend”) as set forth in Exhibit B-1A on the face thereof until the date such Securities no longer constitute Restricted Securities as reasonably determined by the Company in good faith and evidenced by an Officers’ Certificate (such date, each certificate the “Resale Restriction Termination Date”). No transfer of any Security prior to the Resale Restriction Termination Date will be registered by the Registrar unless the applicable box has been checked on the Form of Assignment attached as Attachment 1 to the Form of Security attached hereto as Exhibit A. Any Security (if anyor security issued in exchange or substitution therefor) for Class A Common Units initially issued upon the exercise of this Option and each certificate (if any) for Class A Common Units issued as to a subsequent transferee of which such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermoreshall have expired in accordance with their terms may, on or after the Holder understands and hereby agrees thatResale Restriction Termination Date, unless otherwise permitted by upon surrender of such Security for exchange to the Trustee in accordance with the provisions of this Article 2, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the Security Private Placement Legend required by this Section 10.2, such certificates 2.17(a) and shall bear on the face thereof not be assigned a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 AGREEMENTrestricted CUSIP number. In addition, on and after the event Resale Restriction Termination Date, upon the request of any Holder and upon surrender of its Security for exchange, the Company shall exchange a Physical Security with the Security Private Placement Legend for a Physical Security without Security Private Placement Legend so long as the Holder covenants to the Company that it will offer, sell, pledge or otherwise transfer such Security in compliance with the Securities Act. The Company shall be entitled to instruct the Trustee in writing to cancel any Global Security as to which such restrictions on transfer shall have expired in accordance with their terms for exchange, and, upon such instruction, the Trustee shall provide evidence of cancellation of such Global Security; and any new Global Security exchanged therefor shall not bear the Security Private Placement Legend specified in this Section 2.17(a) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement covering statement, if any, with respect to the Securities or any Class A Common Units Stock issued or issuable upon exercise conversion of this Option shall become the Securities has been declared effective under the Securities Act and under any applicable securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beAct.

Restrictive Legends. The Partnership Agreement(a) Each Global Security and Physical Security that constitutes a Restricted Security shall bear the legend (the “Security Private Placement Legend”) as set forth in Exhibit B-1A on the face thereof until the date such Securities no longer constitute Restricted Securities as reasonably determined by the Company in good faith and evidenced by an Officers’ Certificate (such date, each certificate the “Resale Restriction Termination Date”). No transfer of any Security prior to the Resale Restriction Termination Date will be registered by the Registrar unless the applicable box has been checked on the Form of Assignment attached as Attachment 1 to the Form of Security attached hereto as Exhibit A. Any Security (if anyor security issued in exchange or substitution therefor) for Class A Common Units initially issued upon the exercise of this Option and each certificate (if any) for Class A Common Units issued as to a subsequent transferee of which such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermoreshall have expired in accordance with their terms may, upon surrender of such Security for exchange to the Holder understands and hereby agrees that, unless otherwise permitted by Trustee in accordance with the provisions of this Article 2, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the Security Private Placement Legend required by this Section 10.2, such certificates 2.17(a) and shall bear on the face thereof not be assigned a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 AGREEMENTrestricted CUSIP number. In addition, on and after the event Resale Restriction Termination Date, upon the request of any Holder and upon surrender of its Security for exchange, the Company shall exchange a Physical Security with the Security Private Placement Legend for a Physical Security without Security Private Placement Legend so long as the Holder covenants to the Company that it will offer, sell, pledge or otherwise transfer such Security in compliance with the Securities Act. The Company shall be entitled to instruct the Trustee in writing to cancel any Global Security as to which such restrictions on transfer shall have expired in accordance with their terms for exchange, and, upon such instruction, the Trustee shall provide evidence of cancellation of such Global Security; and any new Global Security exchanged therefor shall not bear the Security Private Placement Legend specified in this Section 2.17(a) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement covering statement, if any, with respect to the Securities or any Class A Common Units Stock issued or issuable upon exercise conversion of this Option shall become the Securities has been declared effective under the Securities Act and under any applicable securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beAct.

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), AND OR ANY STATE SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD, OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, PLEDGED OR HYPOTHECATED IN A MANNER THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH ACTAND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENTTHAT CERTAIN WARRANT AGREEMENT DATED JANUARY 15, 1997, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 9.2 shall be paid by the holder.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Stock issued to a any subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144(k) or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, AND MAY NOT BE OFFERED AND OR SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT ABSENCE OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS AN OPINION OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF COMPANY’S COUNSEL THAT SUCH AGREEMENT. In REGISTRATION IS NOT REQUIRED.” The legend set forth above shall be removed and the event that Company shall issue a registration statement covering any Class A Common Units issued certificate without such legend to the holder of the Shares upon which it is stamped or issuable upon exercise of this Option shall become effective issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Shares are registered for resale under the Securities Act and Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under any applicable securities laws or in the 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 notRule 144(k), or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission). The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on the Effective Date. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Following the Effective Date or at such earlier time as a legend is no longer required for certain Shares, the Partnership shallCompany will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer and an opinion of counsel to the extent required by Section 4.1(a)), deliver or cause to be delivered to such Purchaser a certificate representing such Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. The Company shall instruct facilitate the timely preparation and delivery of certificates representing the Warrant Stock to be sold pursuant to an effective Registration Statement, which certificates shall be free, to the extent permitted by applicable law and this Warrant, of all restrictive legends, and to enable such Warrant Stock to be in such denominations and registered in such names as the Holder may request at least five (5) business days prior to any sale of the Warrant Stock. In connection therewith, the Company shall promptly after the effectiveness of the Registration Statement cause an opinion of counsel to be delivered to and maintained with its transfer agents agent, together with any other authorizations, certificates and registrars todirections required by the transfer agent, remove which authorize and direct the transfer agent to issue such Warrant Stock without legend from upon sale by the Partnership Agreement and holder of such Warrant Stock under the certificates (if any) evidencing Registration Statement, for such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, time as the case may beRegistration Statement is effective.

Restrictive Legends. The Partnership Agreement(a) Each Global Security and Physical Security that constitutes a Restricted Security shall bear the legend (the "Security Private Placement Legend") as set forth in Exhibit B-1A on the face thereof until the date such Securities no longer constitute Restricted Securities as reasonably determined by the Company in good faith and evidenced by an Officers' Certificate (such date, each certificate the "Resale Restriction Termination Date"). No transfer of any Security prior to the Resale Restriction Termination Date will be registered by the Registrar unless the applicable box on the Form of Assignment has been checked. Any Security (if anyor security issued in exchange or substitution therefor) for Class A Common Units initially issued upon the exercise of this Option and each certificate (if any) for Class A Common Units issued as to a subsequent transferee of which such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermoreshall have expired in accordance with their terms may, upon surrender of such Security for exchange to the Holder understands and hereby agrees that, unless otherwise permitted by Trustee in accordance with the provisions of this Article 2, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the Security Private Placement Legend required by this Section 10.2, such certificates 2.17(a) and shall bear on the face thereof not be assigned a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 AGREEMENTrestricted CUSIP number. In addition, on or after the event Resale Restriction Termination Date, upon the request of any Holder and upon surrender of its Security for exchange, the Company shall exchange a Physical Security with the Security Private Placement Legend for a Physical Security without Security Private Placement Legend so long as the Holder covenants to the Company that it will offer, sell, pledge or otherwise transfer such Security in compliance with the Securities Act. The Company shall be entitled to instruct the Trustee in writing to cancel any Global Security as to which such restrictions on transfer shall have expired in accordance with their terms for exchange, and, upon such instruction, the Trustee shall provide evidence of cancellation of such Global Security; and any new Global Security exchanged therefor shall not bear the Security Private Placement Legend specified in this Section 2.17(a) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement covering statement, if any, with respect to the Securities or any Class A Common Units Stock issued or issuable upon exercise conversion of this Option shall become the Securities has been declared effective under the Securities Act and under any applicable securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beAct.

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), AND OR ANY STATE SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD, OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, PLEDGED OR HYPOTHECATED IN A MANNER THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH ACTAND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENTTHAT CERTAIN WARRANT AGREEMENT DATED JANUARY 30, 1998, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 9.2 shall be paid by the holder.

Restrictive Legends. The Partnership AgreementCompany will direct its transfer agent and registrar to maintain stop transfer instructions on record for the Shares until it has been notified by the Company, each certificate (if any) for Class A Common Units initially issued upon the exercise advice of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of counsel, that such Class A Common Units instructions may be required to bear a legend respecting restrictions on transfer as required under waived consistent with the Securities Act and applicable securities laws. FurthermoreSuch stop transfer instructions will limit the method of sale of the Shares, consistent with Rule 144 or other available exemptions from registration under the Holder Securities Act. Any transfers other than pursuant to a registration statement under the Securities Act will require an opinion of counsel reasonably satisfactory to the Company and its counsel prior to such transfers. Each Purchaser understands and hereby agrees thatthat the Shares will not be certificated, unless otherwise permitted by but agree that any documents, certificates or instruments that may be issued in the provisions future to represent ownership of this Section 10.2, such certificates the Shares shall bear on the face thereof a legend reading substantially as followsfollowing legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. AMENDED (THE “PARTNERSHIPSECURITIES ACT”), DATED AS OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTEDIN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR OTHERWISE MODIFIED FROM TIME TO TIMENOT SUBJECT TO, COPIES OF WHICH MAY BE OBTAINED FROM REGISTRATION UNDER THE PARTNERSHIP. 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. ACT.” In the event addition, each Purchaser acknowledges that a registration statement covering each certificate for Shares will bear any Class A Common Units issued or issuable upon exercise of this Option shall become effective under the Securities Act and under additional legend required by any other applicable securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beblue sky laws.

Restrictive Legends. The Partnership 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 for Original Common Stock (if anyor Other Securities) for Class A Common Units initially issued upon the exercise of this Option any Warrant, and (b) each certificate issued upon the direct or indirect transfer of any such Original Common Stock (if anyor Other Securities) for Class A Common Units issued to shall be stamped or otherwise imprinted with a subsequent transferee 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 Class A Common Units may registration or an exemption therefrom under such Act." The holder of any Restricted Securities shall be required entitled to bear a receive from the Company, without expense, new securities of like tenor not bearing the applicable legend respecting restrictions on transfer as required under applicable set forth above in this section 8 when such 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 as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. have been (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering such Restricted Securities, (b) distributed to the public pursuant to Rule 144 or any comparable rule under any applicable securities laws the Securities Act, or (c) when, in the event that opinion of independent counsel for the Partnership holder thereof experienced in Securities Act matters, such restrictions are no longer required in order to insure compliance with the Securities Act. The reasonable fees and disbursements of counsel for any holder of Restricted Securities in connection with all opinions rendered pursuant to this section 8 shall receive be borne equally by the Company and 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beholder.

Restrictive Legends. The Partnership Agreement, each certificate (if anya) for Class 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 Units initially Stock issued upon conversion of the exercise of this Option Notes and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a the legend respecting 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 required under applicable securities lawsprovided below. FurthermoreThe 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 Holder understands term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until the Resale Restriction Termination Date, any certificate evidencing such Note (and hereby agrees thatall securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.04(b), if applicable) shall bear a legend in substantially the following 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 permitted agreed by the provisions of this Section 10.2Company in writing, such certificates shall bear on with notice thereof to the face thereof a legend reading substantially as follows: 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 AMENDEDAMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS.OFFERED, L.P. (THE “PARTNERSHIP”)SOLD, DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, PLEDGED OR OTHERWISE MODIFIED FROM TIME TRANSFERRED PRIOR TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 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 under any applicable securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.RESALE RESTRICTION TERMINATION DATE EXCEPT:

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), AND OR ANY STATE SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD, OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, PLEDGED OR HYPOTHECATED IN A MANNER THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH ACTAND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENTTHAT CERTAIN WARRANT AGREEMENT DATED July 16, 2001, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 9.2 shall be paid by the holder.

Restrictive Legends. The Partnership AgreementEach Purchaser acknowledges and agrees that the Shares and any securities issued or issuable with respect to such securities by way of stock dividend or stock split or in connection with a combination of shares, each certificate (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 a subsequent transferee conversion of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermoresecurities, the Holder understands and hereby agrees thatrecapitalization, unless otherwise permitted by the provisions merger, consolidation, going private, tender offer, amalgamation, change of this Section 10.2control, such certificates other reorganization or otherwise, shall bear on restrictive legends in substantially the face thereof a legend reading substantially as follows: following form (it being agreed that if the Shares are not certificated, other appropriate restrictions shall be implemented or notated to give effect to the following): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR IN A MANNER EXEMPT OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS.ACT AND STATE SECURITIES LAWS WHICH IS AVAILABLE. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any such securities upon which it is stamped, L.P. if (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a i) such securities are registered for sale under an effective registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective filed under the Securities Act and Act, (ii) such securities are eligible for resale pursuant to Rule 144 promulgated under any applicable securities laws or in the 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 notSecurities Act, or is no longer, necessary or required (including, without limitation, because of the availability of any iii) if such securities are proposed to be sold pursuant to an exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement registration and the certificates (if any) evidencing Company receives an opinion of counsel reasonably satisfactory to it and any other documentation reasonably requested by the Company with respect to compliance with such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, as the case may beexemption.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units initially issued upon the exercise of this representing Option and each certificate (if any) for Class A Common Units Shares issued to a subsequent transferee of such Class A Common Units may be required to bear USWeb hereunder shall include a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, in substantially 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 as followsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND REOFFERED OR SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT IF AN EXEMPTION FROM SUCH REGISTRATION UNDER IS AVAILABLE. SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP STOCK OPTION AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18AUGUST 31, 2008 AND AS IT MAY BE AMENDED1998, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPCKS CORPORATION. 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 AGREEMENT12. In Listing and HSR Filing CKS, upon the event that a registration statement covering any Class A Common Units issued or issuable request of USWeb, shall promptly file an application to list the Option Shares to be acquired upon exercise of this the Option for quotation on the Nasdaq National Market and shall become effective use its best efforts to obtain approval of such listing as soon as practicable. Promptly after the date such a filing is permitted to be made, each of the parties hereto shall 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 be filed under the Securities Act HSR Act, if any, to permit the acquisition of the Option Shares subject to the Option at the earliest possible date. 13. Binding Effect This Agreement shall be binding upon and under inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer upon any applicable securities laws person other than the parties hereto and their respective successors and permitted assigns any rights or remedies of any nature whatsoever by reason of this Agreement. Any shares sold by a party in compliance with the event that provisions of Section 9 shall, upon consummation of such sale, be free of the Partnership restrictions imposed with respect to such shares by this Agreement and any transferee of such shares shall receive not be entitled to the rights of such certificates, legal opinions or other information as the Partnership may reasonably require party. Certificates representing shares sold in a registered public offering pursuant to confirm that Section 9 shall not be required to bear 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 instruct 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 legend set forth in lieu thereof, or issue a replacement Option without the legend, as the case may beSection 11. 14.

Restrictive Legends. The Partnership Agreement, each Each certificate representing any of the Shares (if anyor any other securities issued in respect of the Shares upon any stock split or stock dividend) for Class A Common Units initially issued upon the exercise of this Option and each certificate shall (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a legend 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 hereof) be stamped or otherwise imprinted with a legend reading substantially as follows: in the following 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, AND . THE SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN A MANNER EXEMPT FROM THE ABSENCE OF SUCH REGISTRATION UNDER SUCH ACTOR AN EXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO AND THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO ADDITIONAL CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AND OTHER RESTRICTIONS, AND THE PARTNERSHIP HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDER) IS BOUND BY THE TERMS OF A STOCK PURCHASE AGREEMENT OF XXXXXXX BROS., L.P. BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPCOMPANY). 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 Such legend shall be removed by delivery of substitute certificates without legend: (i) if the event that a Shares have been sold pursuant to an effective registration statement covering any Class A Common Units issued statement, or issuable upon exercise (ii) if Rule 144(k) may be utilized by the seller of this Option shall become effective such security, or (iii) if such legend is not required under applicable requirements of the Securities Act and under any applicable securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beAct.

Restrictive Legends. The Partnership Agreement, 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. as amended (THE “PARTNERSHIP”the "Securities Act"), DATED AS OF NOVEMBER 18and may not be sold, 2008 AND AS IT MAY BE AMENDEDassigned, AMENDED AND RESTATEDpledged 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 restrictions on transfer and requirements of sale and the provisions as set forth in the Stockholders Agreement dated as of August 30, SUPPLEMENTED2000, OR OTHERWISE MODIFIED FROM TIME TO TIMEas amended and in effect from time to time, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPand constitute Shares as defined in such Stockholders Agreement. 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. The Company will furnish a copy of such agreement to the holder of this certificate without charge upon written request." In the event that a registration statement covering any Class A the shares of Common Units Stock issued or issuable upon the exercise of this Option Warrant shall become effective under the Securities Act and under any applicable state securities laws or in the event that the Partnership Company shall receive an opinion of counsel to the Holder (which may be internal counsel to such certificatesHolder) that, legal opinions or other information as in the Partnership may reasonably require to confirm that the opinion of such counsel, such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A shares of Common Units Stock issued upon the exercise of this Warrant or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.

Restrictive Legends. The Partnership Except as otherwise permitted by this Section 8, the Warrant originally issued pursuant to the Stock Purchase Agreement, each Warrant issued in exchange or substitution for any Warrant pursuant to Section 13, and each Warrant issued upon the registration of transfer of any Warrant, shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and any securities 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 under circumstances where neither such registration nor such an exemption is required by law. This Warrant and such securities may be transferred only upon the fulfillment of the conditions specified in this Warrant." Except as otherwise permitted by this Section 8, each certificate representing shares of Common Stock (if anyor Other Securities) for Class A Common Units initially issued upon the exercise of this Option any Warrant, and each certificate (if any) for Class A Common Units issued to a subsequent transferee upon the registration of transfer of any shares of such Class A Common Units may Stock (or Other Securities), shall be required to bear stamped or otherwise imprinted with a legend respecting restrictions on transfer as required under applicable in substantially the following form: "The securities laws. Furthermore, the Holder understands and hereby agrees that, unless otherwise permitted represented by the provisions of this Section 10.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective certificate have not been registered under the Securities Act of 1933 and under any applicable securities laws or may not be transferred in the event that absence of such registration or an exemption therefrom under such Act, except under circumstances where neither such registration nor such an exemption is required by law. Such securities may be transferred only upon 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 fulfillment of the availability conditions specified in certain Common Stock Purchase Warrants issued pursuant to the Stock Purchase Agreement, dated as of any exemption afforded by Rule 144 May 5, 1998, between Superior National Insurance Group, Inc. (the "Company"), Insurance Partners, L.P., Insurance Partners Offshore (Bermuda), L.P., and Capital Z Partners, Ltd. and in the Stock Purchase Agreement. A complete and correct copy of the General Rules form of such warrants and Regulations the Stock Purchase Agreement are available for inspection at the principal office of the Commission), Company and will be furnished to the Partnership shall, or shall instruct its transfer agents holder of such securities upon written request 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may becharge."

Restrictive Legends. The Partnership AgreementAll Stock Certificates and Warrants shall have affixed thereto legends in substantially the following form, each certificate (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 in addition to a subsequent transferee of such Class A Common Units any other legends that may be required to bear a legend respecting restrictions on transfer as required under applicable federal or state 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 as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR IN OTHERWISE ASSIGNED EXCEPT PURSUANT TO A MANNER EXEMPT REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACTTHE ACT RELATING TO THE DISPOSITION OF SECURITIES AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. The legend set forth above shall be removed from certificates representing Shares and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (THE “PARTNERSHIPDTC”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective if (i) such Shares are registered for resale under the Securities Act and under any applicable securities laws or in (provided that, if the event that Buyer is selling pursuant to the Partnership shall receive such certificates, legal opinions or other information as effective registration statement registering the Partnership may reasonably require to confirm that Shares for resale (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“Registration Statement”), the Partnership shallBuyer agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of the Company), or (iii) such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the effective date of the Registration Statement covering the resale or (ii) Rule 144 becoming available for the resale of the Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, the Company shall instruct within one (1) Business Day deliver to its transfer agents and registrars to, remove agent irrevocable instructions that the transfer agent shall reissue a certificate representing the applicable Shares without legend upon receipt by the transfer agent of the legended certificates for such Shares. Any fees (with respect to the transfer agent or otherwise) associated with the removal of such legend from shall be borne by the Partnership Agreement and the certificates (if any) evidencing such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, as the case may beCompany.

Restrictive Legends. The Partnership AgreementFindWhat 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, each certificate (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 a subsequent transferee of under such Class A Common Units laws such shares may be required resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing FindWhat Common Shares to bear a legend 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 be issued pursuant to this Section 10.2, such certificates 2.3 shall bear on the face thereof a legend reading substantially as followsfollowing legend: "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, AND . SUCH SHARES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR OTHERWISE TRANSFERRED IN A MANNER EXEMPT FROM THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROSCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." and any legends required by state securities laws. Additionally, L.P. (THE “PARTNERSHIP”except as provided in Schedule 2.3(i), DATED AS OF NOVEMBER 18each 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, 2008 AND AS IT MAY BE AMENDEDor any replacements or substitutions therefor, AMENDED AND RESTATEDregistered 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, SUPPLEMENTEDsuch Volume Restricted Holder may not transfer any of such FindWhat Common Shares, OR OTHERWISE MODIFIED FROM TIME TO TIMEand (b) during each of the 12 successive 30-day periods thereafter, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPsuch 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. 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 event It is understood and agreed that a registration statement covering any Class A stop transfer instructions will be given to all transfer agents of FindWhat Common Units issued or issuable upon exercise Shares for purposes of this Option shall become effective under the Securities Act Section 2.3(i) and under any applicable securities laws or in the 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 described herein shall be removed by delivery of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 a substitute certificate without such legend in lieu thereof, or issue a replacement Option without as of the legend, as first business day after the case may beRestrictive Period.

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A Common Units initially issued upon the exercise of this Option Each Global Note and each certificate (if any) for Class A Common Units issued to Physical Note ------------------- that constitutes a subsequent transferee of such Class A Common Units may be required to bear a legend 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 Restricted Security or is sold in compliance with Regulation S shall bear the following legend (the "Private Placement Legend") on the face ------------------------ thereof a legend reading substantially 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 follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective 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 neither this security nor any -------------- interest or participation herein (or therein) may be offered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of in the absence of such registration or unless such transaction is exempt from, or not subject to, the registration requirements of the Securities Act or any applicable state securities laws 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 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 the event each case to whom notice is given that the Partnership shall receive such certificatesresale, legal opinions pledge or other information transfer is being made in reliance on Rule 144A (as indicated by the Partnership may reasonably require 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 confirm that a non-"U.S. person" in an "offshore transaction" (as such terms are defined in Regulation S under the legend Securities Act) in accordance with Regulation S under the Securities Act (as indicated by the box checked by the transferor on such Class A Common Units the certificate of transfer on the reverse of this security if this security is notnot in book-entry form), or is no longer, necessary or required (including, without limitation, because 4) pursuant to any other available exemption from the registration requirements of the availability of any Securities Act, including the exemption afforded 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 General Rules 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 Regulations subject to the right of the Commissionissuer or the Trustee for the securities prior to any such sale, pledge or other transfer pursuant to clause (4) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to each of them. This legend will be removed upon request of the holder 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 Partnership shallname of Cede & Co. or such other name as is requested by an authorized representative of DTC (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 shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and the certificates (if any) evidencing such Class A Common Units other use hereof for value or issue new certificates without such legend in lieu thereof, otherwise by or issue a replacement Option without the legend, to any person is wrongful inasmuch as the case may beregistered owner hereof, Cede & Co., has an interest herein. Transfers of this global note shall be limited to transfers in whole, but not in part, to nominees of Cede & Co. or to a successor thereof or such successor's nominee and transfers of portions of this global note shall be limited to transfers made in accordance with the restrictions set forth in Section 2.14 of the Indenture referred to herein.

Restrictive Legends. The Partnership Agreement, Such Purchaser understands that each certificate ------------------- representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (if anyunless no longer required in the opinion of counsel for Company) for Class A Common Units initially issued upon shall be stamped or otherwise imprinted with a legend substantially in the exercise of this Option and each certificate following form (if any) for Class A Common Units issued in addition to a subsequent transferee of such Class A Common Units any legend that may now or hereafter be required to bear a legend respecting restrictions on transfer as required under by 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 as follows: state law): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS SET FORTH IN PERMITTED UNDER THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS.ACT AND THE APPLICABLE STATE SECURITIES LAWS, L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME, COPIES OF WHICH MAY BE OBTAINED FROM . THE PARTNERSHIP. NO TRANSFER ISSUER OF THESE SECURITIES WILL BE MADE ON MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE BOOKS OF ISSUER TO THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTACT AND ANY APPLICABLE STATE SECURITIES LAWS. In the event The legend set forth above shall be removed by Company from any certificate upon delivery to Company of an opinion by counsel, reasonably satisfactory to Company, 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 is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and under any applicable securities laws that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Company issued the Shares. Company acknowledges that no such opinion shall be required in the 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 connection with customary transfers of the availability of any exemption afforded by Shares pursuant to Rule 144 under the Securities Act. 4.8. Accredited Investor. Such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beSecurities Act.

Restrictive Legends. The Partnership AgreementAny certificate evidencing the Shares may contain a securities legend restricting the transfer thereof, each certificate (if any) for Class A Common Units initially issued upon in substantially the exercise following form as long as none of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a legend 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 as followsUnrestricted Conditions have been met: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACTAPPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE PARTNERSHIP AGREEMENT ABSENCE OF XXXXXXX BROS.AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, L.P. EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. Upon the satisfaction of any of the following conditions (THE the “PARTNERSHIPUnrestricted Conditions”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that ): (A) while a registration statement (including a Registration Statement, as defined in Schedule 1) covering any Class A Common Units issued the sale or issuable upon exercise resale of this Option shall become such security is effective under the Securities Act and under any applicable securities laws or in the 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 notAct, or (B) if the Shares are eligible to be sold without restriction under, and without the Company being in compliance with, the current public information requirements of, Rule 144 under the Securities Act, then at Holder’s written request, the Company shall, at its sole expense, cause the transfer agent to remove any restrictive securities law legend. In connection therewith, if required by the transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent, that authorize and direct the transfer agent to transfer such Shares without any such legend no later than two (2) trading days following Xxxxxx’s request. The removal of restrictive legends from the Shares is no longerpredicated upon reliance by the Company that Holder will sell any Shares, necessary or required (including, without limitation, because pursuant to the registration requirements of the availability Securities Act or an exemption therefrom, and that if such securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may bedistribution set forth therein.

Restrictive Legends. The Partnership AgreementAll Stock Certificates shall have affixed thereto legends in substantially the following form, each certificate (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 in addition to a subsequent transferee of such Class A Common Units any other legends that may be required to bear a legend respecting restrictions on transfer as required under applicable federal or state 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 as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR IN OTHERWISE ASSIGNED EXCEPT PURSUANT TO A MANNER EXEMPT REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACTTHE ACT RELATING TO THE DISPOSITION OF SECURITIES AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. The legend set forth above shall be removed from certificates representing Shares and a certificate without such legend or any other legend shall be issued to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (THE “PARTNERSHIPDTC”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective if (i) such Shares are registered for resale under the Securities Act and under any applicable securities laws or in (provided that, if the event that Buyer is selling pursuant to the Partnership shall receive such certificates, legal opinions or other information as effective registration statement registering the Partnership may reasonably require to confirm that Shares for resale (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“Registration Statement”), the Partnership shallBuyer agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of the Company), or (iii) such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the effective date of the Registration Statement covering the resale or (ii) Rule 144 becoming available for the resale of the Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, Xxxxxx Digital shall instruct arrange for the Company to deliver within one (1) Business Day to its transfer agents and registrars to, remove agent irrevocable instructions that the transfer agent shall reissue a certificate representing the applicable Shares without legend upon receipt by the transfer agent of the legended certificates for such Shares. Any fees (with respect to the transfer agent or otherwise) associated with the removal of such legend from the Partnership Agreement and the certificates (if any) evidencing such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, as the case may beshall be borne by Xxxxxx Digital.

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A certificates evidencing the Common Units initially issued upon the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may Shares shall be required to bear stamped or otherwise imprinted with a legend respecting restrictions on transfer as required under applicable securities lawsin substantially the following form and none of the Common Shares shall be sold or otherwise transferred except in accordance therewith. Furthermore, The Common Shares will bear 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 as followsfollowing legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN TRANSFERRED UNLESS (I) A MANNER REGISTRATION STATEMENT COVERING SUCH SALE OR TRANSFER IS EFFECTIVE UNDER THE ACT, OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH ACTEFFECT HAS BEEN RENDERED BY COUNSEL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. The restrictive legend set forth above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (THE “PARTNERSHIPDTC”), DATED AS OF NOVEMBER 18if (i) such Common Shares are sold pursuant to an effective registration statement under the Securities Act, 2008 AND AS IT MAY BE AMENDED(ii) such Common Shares are sold or transferred pursuant to Rule 144, AMENDED AND RESTATEDor (iii) such Common Shares are eligible for sale under Rule 144, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPwithout the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. 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 Following the event that earlier of (i) the effective date of a registration statement covering any Class A the resale of Common Units issued Shares or issuable upon exercise (ii) Rule 144 becoming available for the resale of this Option shall become effective under the Securities Act and under any applicable securities laws or in the 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 (includingShares, without limitation, because of the availability of any exemption afforded by requirement for the Company to be in compliance with the current public information required under Rule 144 of as to the General Rules Common Shares and Regulations of the Commission)without volume or manner-of-sale restrictions, the Partnership shall, or Company shall instruct its transfer agents and registrars to, agent to remove such the legend from the Partnership Agreement Common Shares and shall cause its counsel to issue any legend removal opinion required by the certificates transfer agent. Any fees (if anywith respect to the transfer agent or Company counsel) evidencing associated with the issuance of such Class A Common Units opinion or issue new certificates without the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Business Days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a legended certificate or instrument representing such Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in lieu thereofform necessary to affect the reissuance and/or transfer) and any required Rule 144 representation letter, deliver or issue cause to be delivered to such Purchaser a replacement Option without the legend, certificate or instrument (as the case may be) representing such Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in this Section 9. Certificates for the Common Shares free from all restrictive legends may be transmitted by the transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Stock issued to a any subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144 or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR 1111219 v2/HN OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND SOLD ONLY IF SO REGISTERED APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR IN A MANNER (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER SUCH ACTREGISTRATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS.“ 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, L.P. if (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective i) such Shares are registered for resale under the Securities Act and Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under any applicable securities laws or in the 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 notRule 144, or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, and each certificate (if any) for Class A Common Units Warrant Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorein exchange therefor or substitution thereof, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144 or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND SOLD ONLY IF SO REGISTERED APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR IN A MANNER (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROSREGISTRATION." The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the shares of Warrant Stock upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, L.P. if (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective i) such shares are registered for resale under the Securities Act and Act, (ii) such shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such shares are eligible for sale under any applicable securities laws or in the 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 notRule 144, or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A Common Units initially issued upon Until such time as shares of Series 1 Preferred Stock or Conversion Shares have been registered under the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units Securities Act as contemplated by the Registration Rights Agreement or otherwise may be required sold pursuant to bear Rule 144 or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a legend 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 10.2particular date that can then be immediately sold, such Securities may bear the Securities Act Legend (as defined in Securities Purchase Agreement). The certificates (or electronic book entries, if applicable) evidencing any Securities shall bear on not contain or be subject to any legend restricting the face transfer thereof a legend reading substantially as follows(including the Securities Act Legend) or be subject to any stop-transfer instructions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that A) while a registration statement (including a Registration Statement (as such term is defined in the Registration Rights Agreement)) covering any Class A Common Units issued the sale or issuable upon exercise resale of this Option shall become such Security is effective under the Securities Act and under any applicable securities laws or in Act, (B) if the event that holder of Securities provides the Partnership shall receive such certificatesCorporation customary seller and, legal opinions as applicable, broker paperwork or other information as reasonable assurances to the Partnership may reasonably require effect that such Securities have been or are being sold pursuant to confirm that Rule 144, (C) if such Securities are eligible for sale under Rule 144(b)(1) and the legend on such Class A Common Units Holder thereof is not, or is no longerand has not been during the preceding three months, necessary or required (including, without limitation, because an Affiliate of the availability Corporation (subject to the Holder’s delivery to the Corporation of any exemption afforded by Rule 144 a customary non-affiliate representation letter), or (D) if such legend is not required under applicable requirements of the General Rules Securities Act (including judicial interpretations and Regulations pronouncements issued by the staff of the Commission) (collectively, the “Unrestricted Conditions”). Promptly following the Registration Statement Effective Date or such other time as any of the Unrestricted Conditions have been satisfied, the Corporation shall cause its counsel to issue a legal opinion or other instruction to the Transfer Agent (if required by the Transfer Agent) to effect the issuance of the applicable shares of Series 1 Preferred Stock or Conversion Shares without a restrictive legend or, in the case of shares of Series 1 Preferred Stock or Conversion Shares that have previously been issued, the removal of the legend thereunder. If any of the Unrestricted Conditions are met with respect to any shares of Series 1 Preferred Stock or Conversion Shares at the time of issuance of such Security, then such Security shall be issued free of all legends. The Corporation agrees that, following the Registration Statement Effective Date in the case of Conversion Shares, or at such time as any of the other Unrestricted Conditions are met or such legend is otherwise no longer required under this Section 7(d)(iv), it will, no later than three (3) Trading Days (or if earlier, the Partnership shallnumber of Trading Days comprising the standard settlement period for U.S. broker-dealer securities transactions) following the delivery by the holder thereof to the Corporation or the Transfer Agent of any certificate representing shares of Series 1 Preferred Stock or Conversion Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to such holder a certificate (or electronic transfer) representing such Securities that is free from all restrictive and other legends. For purposes hereof, “Registration Statement Effective Date” shall instruct its transfer agents and registrars tomean the date that the first Registration Statement that the Corporation is required to file pursuant to the Registration Rights Agreement has been declared effective by the Commission. Notwithstanding the foregoing, remove such legend from the Partnership Agreement and the certificates (or electronic book entries, if anyapplicable) evidencing any Series 1 Preferred Stock shall at all times (whether before or after that satisfaction of any Unrestricted Condition or the Registration Statement Effective Date) bear a legend indicating that no shares of Series 1 Preferred Stock may be sold, transferred or assigned if a Conversion Notice has been delivered to the Corporation with respect to such Class A Common Units shares and such Conversion Notice has not been voided or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, as the case may bewithdrawn.

Restrictive Legends. The Partnership AgreementAny certificate evidencing the Conversion Shares may contain a securities legend restricting the transfer thereof, each certificate (if any) for Class A Common Units initially issued upon in substantially the exercise following form as long as none of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a legend 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 as followsUnrestricted Conditions have been met: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACTAPPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE PARTNERSHIP AGREEMENT ABSENCE OF XXXXXXX BROS.AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, L.P. (THE “PARTNERSHIP”)EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION, DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME INCLUDING PURSUANT TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS RULE 144 OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTSECURITIES ACT. In Upon the event that satisfaction of any of the following conditions (the “Unrestricted Conditions”): (A) while a registration statement (including a Registration Statement, as defined in Schedule 3) covering any Class A Common Units issued the sale or issuable upon exercise resale of this Option shall become such security is effective under the Securities Act and under any applicable securities laws or in the 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 notAct, or (B) if the Conversion Shares are eligible to be sold without restriction under, and without the Company being in compliance with, the current public information requirements of, Rule 144 under the Securities Act, then at Designated Xxxxxx’s written request, Issuer shall, at its sole expense, cause the transfer agent to remove any restrictive securities law legend. In connection therewith, if required by the transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent, that authorize and direct the transfer agent to transfer such Conversion Shares without any such legend no later than two (2) trading days following Designated Xxxxxx’s request. The removal of restrictive legends from the Conversion Shares is no longerpredicated upon reliance by Issuer that Designated Holder will sell any Conversion Shares, necessary or required (including, without limitation, because pursuant to the registration requirements of the availability Securities Act or an exemption therefrom, and that if such securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may bedistribution set forth therein.

Restrictive Legends. The Partnership AgreementPromptly, each certificate and in any event within five (5) business days after any request is made by or on behalf of Executive to remove any restrictive legends on any vested shares of the Company's stock owned by Executive, the Company shall instruct its stock transfer agent to remove such restrictive legends, except to the extent that such vested shares cannot be sold by Executive at the time of such request pursuant to (i) a lock-up agreement entered into by Executive which restricts the transfer of such shares (provided that the Company shall promptly instruct its stock transfer agent to remove such restrictive legends following the expiration of such lock-up period) or (ii) Rule 144 of the Regulations under the Securities Act of 1933; provided that with respect to the portion of such shares (if any) for Class A Common Units initially which Executive cannot sell pursuant to subsection (k) of Rule 144, the Company may require such notices, representations and other actions by or from Executive and/or his/her agents as are customarily required and/or reasonably necessary prior to directing the Company's stock transfer agent to remove such restrictive legends therefrom. Solely with respect to this Section 17, reference to Executive shall include reference to Executive's spouse, an immediate family member or other permissible transferee, to the extent such transferee, consistent with applicable law, shall request the removal of any restrictive legends. The Company agrees that any stock certificates issued upon the exercise of this Option and each certificate (if any) options for Class A Common Units stock of the Company shall be issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting without any restrictions on transfer as required under applicable securities lawstransfer. Furthermore, the Holder understands and hereby agrees that, unless otherwise permitted by the The provisions of this Section 10.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering survive any Class A Common Units issued termination or issuable upon exercise expiration of this Option Agreement. Notwithstanding the foregoing, the parties agree that (a) the lock-up periods in such agreements, if any, shall become effective under expire upon the Securities Act and under termination or expiration of this Agreement, provided that, upon the reasonable request of any applicable securities laws or in the 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 underwriter of the availability Company, Executive agrees to consider in good faith the continuation of such lock-up periods in accordance with their terms for a duration not to exceed three (3) months following the termination of employment of Executive pursuant to this Agreement, provided further that all executive officers and directors of the Company are bound by substantially similar agreements, and (b) Executive shall in any exemption afforded by event be deemed for purposes of this Agreement to be able to sell pursuant to Rule 144 after three (3) months have elapsed following the termination of the General Rules and Regulations employment of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beExecutive pursuant to this Agreement.

Restrictive Legends. The Partnership AgreementExcept as otherwise permitted by this Section 7, each certificate (if any) for Class A Common Units initially issued upon representing the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may Shares shall be required to bear stamped or otherwise imprinted with a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, in substantially 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 as followsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR IN OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A MANNER EXEMPT 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 SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE WILL BE FURNISHED TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED COMPANY THAT AN EXEMPTION FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS REGISTRATION REQUIREMENTS OF SUCH AGREEMENTACT IS AVAILABLE. In the event that The Company shall maintain a registration statement covering any Class A Common Units issued or issuable upon exercise copy of this Option shall become effective under Agreement and 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 Securities Act and under any applicable securities laws or in the event that the Partnership shall receive such certificates, legal opinions or other information as the Partnership may reasonably require to confirm that Purchaser upon its request. Whenever the legend on such Class A Common Units is notrequirement imposed by this section 7.1 shall terminate, 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)as provided herein below, the Partnership shall, or shall instruct its transfer agents and registrars to, remove respective holders of Shares for which such legend requirements have terminated shall be entitled to receive from the Partnership Agreement and Company, at the certificates (if any) evidencing such Class A Common Units or issue new Company's expense, certificates without such legend in lieu thereof, or issue a replacement Option without the legend, as the case may be. 7.2.

Restrictive Legends. The Partnership AgreementExcept 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 a legend in substantially the following or a comparable 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." Except as otherwise permitted by this Section 8, (a) each certificate for shares of Common Stock (if anyor Other Securities) for Class A Common Units initially issued upon the exercise of this Option any Warrant, and (b) each certificate issued upon the direct or indirect transfer of any such Common Stock (if anyor Other Securities) for Class A Common Units issued to shall be stamped or otherwise imprinted with a subsequent transferee 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 Class A Common Units may registration or an exemption therefrom under such Act." The holder (or its transferee, as applicable) of any Restricted Securities shall be required entitled to bear a receive from the Company, without expense, new securities of like tenor not bearing the applicable legend 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 set forth above in this Section 10.2, 8 when such certificates securities shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. have been (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering such Restricted Securities, (b) disposed of pursuant to the provisions of Rule 144 or any comparable rule under any applicable securities laws the Securities Act, or (c) when, in the event that written reasonable opinion of independent counsel for the Partnership shall receive holder thereof experienced in Securities Act matters, such certificates, legal restrictions are no longer required in order to insure compliance with the Securities Act (including when the provisions of Rule 144(k) or any comparable rule under the Securities Act have been satisfied). The Company will pay the reasonable fees and disbursements of counsel for any holder of Restricted Securities in connection with all opinions or other information as the Partnership may reasonably require rendered pursuant 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may bethis Section 8.

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), AND OR ANY STATE SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD, OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, PLEDGED OR HYPOTHECATED IN A MANNER THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH ACTAND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENTTHAT CERTAIN WARRANT AGREEMENT DATED November 15, 1996, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 9.2 shall be paid by the holder.

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A Common Units Each Warrant initially issued upon the exercise of this Option and each certificate (if any) for Class A Common Units Warrant issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatin exchange therefor shall, unless otherwise permitted by the provisions of this Section 10.27.10, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "This Warrant and the Common Shares issuable upon exercise hereof have not been registered or qualified for sale under the Securities Act of 1933, AS AMENDEDas amended, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACTor any state securities laws and may not be offered for sale, sold or otherwise transferred unless such offer, sale or transfer is registered or qualified pursuant to the registration requirements of such Securities Act and any applicable state securities laws, or is preceded by an opinion of counsel addressed to The Allied Defense Group, Inc. that such sale or other transfer is exempt from all such registration requirements. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROSThis Warrant and the Common Shares issuable upon exercise hereof are subject to the terms and provisions specified in the Warrant Agreement dated as of May 28, 2004 between The Allied Defense Group, Inc. and Wilton Funding, LLC." Each certificate for Common Shares of the Company initially issued upon the exercise of any Warrant and each certificate for Common Shares of the Company issued to a subsequent transferee of such certificate shall, L.P. (THE “PARTNERSHIP”)unless otherwise permitted by the provisions of this Section 7.10, DATED AS OF NOVEMBER 18bear on the face thereof a legend reading substantially as follows: "The shares represented by this certificate have not been registered under the Securities Act of 1933, 2008 AND AS IT MAY BE AMENDEDas amended, AMENDED AND RESTATEDor any state securities laws and may not be sold or transferred in the absence of such registration unless such sale or transfer is preceded by an opinion of counsel addressed to The Allied Defense Group, SUPPLEMENTEDInc. that such sale or other transfer is exempt from a registration requirements of said Securities Act and any such state securities laws which may be applicable and are subject to of the terms and provisions specified in that certain Warrant Agreement dated as of May 28, OR OTHERWISE MODIFIED FROM TIME TO TIME2004 between The Allied Defense Group, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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. Inc. and Wilton Funding, LLC." In the event that a registration statement covering any Class A Common Units issued Underlying Shares or issuable upon exercise of this Option Restricted Shares shall become effective under the Securities Act and under any applicable state securities laws or in the event that the Partnership Company shall receive an opinion of its counsel (or, at the Company's election, nationally recognized counsel to a Holder) that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemptions afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement Warrants and the certificates (if any) evidencing such Class A Common Units Restricted Shares or issue new Warrants and certificates without such legend in lieu thereof. Upon the written request of the Holder or Holders of any Warrants or any Restricted Shares, or issue a replacement Option without the legend, as Company covenants and agrees forthwith to request its counsel to render an opinion with respect to the case may bematters covered by this Section 7.10 and to bear all reasonable expenses in connection with any opinion of counsel contemplated hereinabove.

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A Common Units initially issued upon Such WCAS Holder acknowledges that the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to Conversion Shares shall bear a restrictive legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, substantially in 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 as followsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH AMENDED (THE “SECURITIES ACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS.HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED, L.P. (THE “PARTNERSHIP”)SOLD, DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, PLEDGED OR OTHERWISE MODIFIED FROM TIME TRANSFERRED EXCEPT PURSUANT TO TIME(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW, COPIES (B) AN OPINION OF WHICH MAY BE OBTAINED FROM COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE PARTNERSHIPCOMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR (C) RULE 144 UNDER THE SECURITIES ACT. 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 AGREEMENTThe conditions to any offer, sale, pledge or other transfer of the Conversion Shares as set forth in the legend above are incorporated in, and form a part of, this Agreement. In The legend set forth above shall be removed and the event that Company shall issue a certificate representing any Conversion Share without such legend to the holder of such Conversion Share upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Conversion Share is sold pursuant to an effective registration statement covering any Class A Common Units issued under the Securities Act, (ii) such holder shall have delivered to the Company evidence reasonably satisfactory to the Company indicating that such Conversion Share may be sold or issuable upon exercise of this Option shall become effective transferred pursuant to an exemption from registration under the Securities Act or (iii) such holder provides the Company with reasonable assurances that such Conversion Share and all other Conversion Shares then held by such holder may be sold pursuant to Rule 144(k) under any applicable securities laws the Securities Act or in the event that the Partnership shall receive such certificates, legal opinions or other information as the Partnership may reasonably require pursuant 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 under the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beSecurities Act within any three-month period.

Restrictive Legends. The Partnership Agreement, each certificate (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 a subsequent transferee of certificates evidencing such Class A Common Units may shares shall be required to bear stamped or otherwise imprinted with a legend respecting restrictions on transfer as required under applicable securities lawsin substantially the following form and the Common Shares shall not be sold or otherwise transferred except in accordance therewith. Furthermore, The Common Shares will bear 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 as followsfollowing legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN TRANSFERRED UNLESS (I) A MANNER REGISTRATION STATEMENT COVERING SUCH SALE OR TRANSFER IS EFFECTIVE UNDER THE ACT, OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH ACTEFFECT HAS BEEN RENDERED BY COUNSEL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. The restrictive legend set forth above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (THE “PARTNERSHIPDTC”), DATED AS OF NOVEMBER 18if (i) such Common Shares are registered for resale under the Securities Act, 2008 AND AS IT MAY BE AMENDED(ii) such Common Shares are sold or transferred pursuant to Rule 144, AMENDED AND RESTATEDor (iii) such Common Shares are eligible for sale under Rule 144, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPwithout the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. 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 Following the event that earlier of (i) the effective date of a registration statement covering any Class A the resale of Common Units issued Shares or issuable upon exercise (ii) Rule 144 becoming available for the resale of this Option shall become effective under the Securities Act and under any applicable securities laws or in the 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 (includingShares, without limitation, because of the availability of any exemption afforded by requirement for the Company to be in compliance with the current public information required under Rule 144 of as to the General Rules Common Shares and Regulations of the Commission)without volume or manner-of-sale restrictions, the Partnership shall, or Company shall instruct its transfer agents and registrars to, agent to remove such the legend from the Partnership Agreement Common Shares and shall cause its counsel to issue any legend removal opinion required by the certificates transfer agent. Any fees (if anywith respect to the transfer agent or Company counsel) evidencing associated with the issuance of such Class A Common Units opinion or issue new certificates without the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Business Days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a legended certificate or instrument representing such Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in lieu thereofform necessary to affect the reissuance and/or transfer) and any required Rule 144 representation letter, deliver or issue cause to be delivered to such Purchaser a replacement Option without the legend, certificate or instrument (as the case may be) representing such Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in this Section 9. Certificates for Common Shares free from all restrictive legends may be transmitted by the transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Restrictive Legends. The Partnership Agreement, each (a) Each certificate representing restricted securities (if anyas defined in Rule 144 promulgated under the Securities Act) for Class A Common Units initially issued upon shall be stamped with the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a legend 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 as followsfollowing legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, SOLD, TRANSFERRED OR CONVEYED EXCEPT IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACTCOMPLIANCE THEREWITH. (b) Each certificate representing shares of Common Stock shall also be stamped with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL THE TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN CERTAIN SHAREHOLDERS AND THE CORPORATION WHICH INCLUDES RESTRICTIONS ON TRANSFER AS SET FORTH IN CERTAIN SALES OF THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, SECURITIES. COPIES OF WHICH THE AGREEMENT MAY BE OBTAINED FROM UPON WRITTEN REQUEST TO THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS SECRETARY OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTCORPORATION. (c) Each Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the shares of Common Stock to implement the restrictions on transfers established in this Agreement. (d) In the event that any shares referred to in Section 5.2(a) shall cease to be restricted securities, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such shares without the first paragraph of the legend required by Section 5.2(a) endorsed thereon. In the event that any shares referred to in Section 5.2(a) shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the written request of the holder thereof, issue to such holder a registration statement covering any Class A Common Units issued or issuable upon exercise new certificate evidencing such shares without the second paragraph of this Option shall become effective under the Securities Act and under any applicable securities laws or in the 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 CommissionSection 5.2(a), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.. SECTION 5.3

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A Common Units initially issued upon In order to reflect the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorethe disposition of the Shares, the Holder understands and hereby agrees thatstock certificates for the Shares will be endorsed with restrictive legends, unless otherwise permitted by including the provisions of this Section 10.2, following or such certificates shall bear on the face thereof a legend reading substantially as followsother appropriate legends: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “ACT”) AND MAY NOT BE OFFERED AND OFFERED, SOLD ONLY IF SO REGISTERED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT, (B) TO A NON U.S. PERSON IN A MANNER EXEMPT FROM REGISTRATION AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER SUCH THE ACT. , (C) PURSUANT TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE PARTNERSHIP AGREEMENT ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE), OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF XXXXXXX BROSTHE ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.” If required by the authorities of any state in connection with the issuance of the Shares, L.P. the legend or legends required by such state authorities shall also be endorsed on all such certificates. Exhibit C Lock-Up Agreement Date: March [_], 2019 WallachBeth Capital, LLC As Representative of the Underwriters c/o WallachBeth Capital, LLC 100 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (THE the “PARTNERSHIPRepresentative”), DATED AS OF NOVEMBER 18propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Guardion Health Sciences, 2008 AND AS IT MAY BE AMENDEDInc., AMENDED AND RESTATEDa Delaware corporation (the “Company”), SUPPLEMENTEDproviding for the public offering (the “Public Offering”) of shares of common stock, OR OTHERWISE MODIFIED FROM TIME TO TIMEpar value $0.001 per share, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPof the Company (the “Shares”). 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 AGREEMENTTo induce the Representative to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the Underwriting Agreement (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. In Notwithstanding the event foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a registration statement covering any Class A Common Units issued bona fide gift, by will or issuable upon exercise intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this Option shall become effective under lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the Securities Act and under any applicable securities laws undersigned, directly or in the event that the Partnership shall receive such certificatesindirectly, legal opinions controls a corporation, partnership, limited liability company or other information as the Partnership may reasonably require business entity, any transfers of Lock-Up Securities to confirm that the legend on such Class A Common Units is notany shareholder, partner or member of, or is no longer, necessary or required (including, without limitation, because owner of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission)similar equity interests in, the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legendundersigned, as the case may be, (e) if required by the terms of a qualified domestic relations order; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The Representative agrees that, if the undersigned is an executive officer or director of the Company, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. No provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period). The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by March 31, 2019 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name) (Signature) Exhibit D Debenture See attached. Exhibit E Warrant See attached.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Stock issued to a any EXHIBIT B subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144(k) or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, AND MAY NOT BE OFFERED AND OR SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT ABSENCE OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS AN OPINION OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF COMPANY'S COUNSEL THAT SUCH AGREEMENT. REGISTRATION IS NOT REQUIRED." In addition, each certificate for Warrant Stock initially issued upon the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option Warrant, and each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall become bear any legends which the Company reasonably believes is required or permitted to affix per the terms of applicable voting or other contractual agreements. The Company shall facilitate the timely preparation and delivery of certificates representing the Warrant Stock to be sold pursuant to an effective Registration Statement, which certificates shall be free, to the extent permitted by applicable law and this Warrant, of all restrictive legends, and to enable such Warrant Stock to be in such denominations and registered in such names as the Holder may request at least five (5) business days prior to any sale of the Warrant Stock. In connection therewith, the Company shall promptly after the effectiveness of the Registration Statement cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent, which authorize and direct the transfer agent to issue such Warrant Stock without legend upon sale by the holder of such Warrant Stock under the Securities Act and under any applicable securities laws or in the event that the Partnership shall receive Registration Statement, for such certificates, legal opinions or other information time as the Partnership may reasonably require to confirm that the legend on such Class A Common Units Registration Statement 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beeffective.

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A Common Units Each Warrant initially issued upon the exercise of this Option and each certificate (if any) for Class A Common Units Warrant issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatin exchange therefor shall, unless otherwise permitted by the provisions of this Section 10.2SECTION 7.10, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 This Warrant and the event that a registration statement covering any Class A shares of Common Units issued or Stock issuable upon exercise of this Option shall become effective hereof have not been registered or qualified for sale under the Securities Act of 1933, as amended, or any state securities laws and under may not be offered for sale, sold or otherwise transferred unless such offer, sale or transfer is registered or qualified pursuant to the registration requirements of such Securities Act and any applicable state securities laws or in the 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 notlaws, or is no longerpreceded by an opinion of counsel addressed to HORIZON Pharmacies, necessary Inc. that such sale or required (includingother transfer is exempt from all such registration requirements. This Warrant and the shares of Common Stock issuable upon exercise hereof are subject to the terms and provisions specified in the Amended and Restated Warrant Purchase Agreement dated as of May 14, without limitation1999, because between HORIZON Pharmacies, Inc., and McKesson HBOC, Inc. Each certificate for shares of Common Stock of Company initially issued upon the availability exercise of any exemption afforded by Rule 144 Warrant and each certificate for shares of the General Rules and Regulations Common Stock of the Commission), the Partnership Company issued to a subsequent transferee of such certificate shall, unless otherwise permitted by the provisions of this SECTION 7.10, bear on the face thereof a legend reading substantially as follows: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or shall instruct its any state securities laws and may not be sold or transferred in the absence of such registration unless such sale or transfer agents and registrars tois preceded by an opinion of counsel addressed to HORIZON Pharmacies, remove Inc., that such legend sale or other transfer is exempt from the Partnership Agreement registration requirements of said Securities Act and the certificates (if any) evidencing any such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.state securities

Restrictive Legends. The Partnership Agreement, (a) Each certificate representing shares of the Series A Preferred Stock and each certificate (if any) for Class A shares of Common Units Stock of the Company initially issued upon the exercise conversion of this Option any Series A Preferred Stock and each certificate (if any) for Class A shares of Common Units Stock of the Company issued to a subsequent transferee of such Class A certificate shall be stamped or otherwise imprinted with legends in substantially the following forms: "Neither the shares evidenced by this certificate nor the shares of Common Units Stock issuable upon conversion hereof have been registered or qualified under the Securities Act of 1933, as amended, or any state securities laws and may be required reoffered and sold only if registered or qualified pursuant to bear a legend 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 said Securities Act and applicable state laws or if an exemption from registration is available and the Company shall have received an opinion of counsel (which shall include staff counsel to any holder of this Section 10.2certificate) to the effect that such an exemption is available." "The transfer of the shares represented by this certificate is subject to the conditions specified in the Preferred Stock Conversion Agreement dated as of January 19, 1998 between the Company and the shareholders named therein, and no transfer of such certificates shares shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROSbe valid or effective until such conditions shall have been fulfilled., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that Conversion Shares are sold pursuant to a registration statement covering any Class A Common Units issued Underlying Shares or issuable upon exercise of this Option shall Conversion Shares that has become effective under the Securities Act and under any applicable state securities laws or in the event that the Partnership Company shall receive an opinion of its counsel that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the any such legend on such Class A Common Units is not, or is no longer, necessary or required with respect to any Conversion Shares (including, without limitation, because of the availability of any exemption the exemptions afforded by Rule 144 or Rule 144A of the General Rules and Regulations of the Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and the certificates (if any) evidencing such Class A Common Units Conversion Shares or issue new certificates without such legend in lieu thereof. Upon the written request of the holder or holders of any Series A Preferred Stock or any Conversion Shares, or issue a replacement Option without the legend, as Company covenants and agrees forthwith to request its counsel to render an opinion with respect to the case may bematters covered by this SECTION 8.09 and to bear all expenses in connection with the same.

Restrictive Legends. The Partnership AgreementAll certificates representing the Shares shall have endorsed thereon legends in substantially the following forms, each certificate as applicable (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 in addition to a subsequent transferee of such Class A Common Units any other legend which may be required to bear a legend respecting restrictions on transfer as required under applicable securities lawsby other agreements between the parties hereto): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN CHORDIANT AND THE REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF CHORDIANT. 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 as follows: ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE SECURITIES PRIOR EXPRESS WRITTEN CONSENT OF CHORDIANT." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "ACT") AND MAY NOT BE OFFERED AND OFFERED, SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIMETRANSFERRED, COPIES OF WHICH MAY BE OBTAINED ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS REGISTRATION REQUIREMENTS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTACT IS AVAILABLE." Any legend required by appropriate blue-sky officials. In Mr. St. Xxxx or his personal representative may request the event that a registration statement covering removal of the legend described in clause (a) above with respect to any Class A Common Units issued Shares at such time as such Shares are no longer subject to the Repurchase Option, and Mr. St. Xxxx or issuable upon exercise his personal representative may request the removal of this Option shall become effective the legend described in clause (b) above following such time as such Shares are eligible for resale pursuant to Rule 144(k) under the Securities Act and under any applicable securities laws or of 1933 and, in the event that the Partnership each case, Chordiant shall receive comply with such certificates, legal opinions or other information request 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, soon as the case may bepracticable.

Restrictive Legends. The Partnership AgreementIn the event the Common Shares are issued in certificated form, each certificate (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 a subsequent transferee of certificates evidencing such Class A Common Units may shares shall be required to bear stamped or otherwise imprinted with a legend respecting restrictions on transfer as required under applicable securities lawsin substantially the following forms and the Common Shares shall not be sold or otherwise transferred except in accordance therewith. Furthermore, The Common Shares will bear 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 as followsfollowing legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN TRANSFERRED UNLESS (I) A MANNER REGISTRATION STATEMENT COVERING SUCH SALE OR TRANSFER IS EFFECTIVE UNDER THE ACT, OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH ACTEFFECT HAS BEEN RENDERED BY COUNSEL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. The restrictive legend set forth above shall be removed and the Company shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Common Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (THE “PARTNERSHIPDTC”), DATED AS OF NOVEMBER 18if (i) such Common Shares are registered for resale under the Securities Act, 2008 AND AS IT MAY BE AMENDED(ii) such Common Shares are sold or transferred pursuant to Rule 144, AMENDED AND RESTATEDor (iii) such Common Shares are eligible for sale under Rule 144, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPwithout the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. 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 Following the event that earlier of (i) the effective date of a registration statement covering any Class A the resale of Common Units issued Shares or issuable upon exercise (ii) Rule 144 becoming available for the resale of this Option shall become effective under the Securities Act and under any applicable securities laws or in the 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 (includingShares, without limitation, because of the availability of any exemption afforded by requirement for the Company to be in compliance with the current public information required under Rule 144 of as to the General Rules Common Shares and Regulations of the Commission)without volume or manner-of-sale restrictions, the Partnership shall, or Company shall instruct its transfer agents and registrars to, agent to remove such the legend from the Partnership Agreement Common Shares and shall cause its counsel to issue any legend removal opinion required by the certificates transfer agent. Any fees (if anywith respect to the transfer agent or Company counsel) evidencing associated with the issuance of such Class A Common Units opinion or issue new certificates without the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) business days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a legended certificate or instrument representing such Common Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in lieu thereofform necessary to affect the reissuance and/or transfer) and any required Rule 144 representation letter, deliver or issue cause to be delivered to such Purchaser a replacement Option without the legend, certificate or instrument (as the case may be) representing such Common Shares that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in this Section 9. Certificates for Common Shares free from all restrictive legends may be transmitted by the transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), AND OR ANY STATE SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD, OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, PLEDGED OR HYPOTHECATED IN A MANNER THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH ACTAND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENTTHAT CERTAIN WARRANT AGREEMENT DATED AUGUST 2, 1995, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 9.2 shall be paid by the holder.

Restrictive Legends. The Partnership Except as provided in Schedule A, upon the execution of this Agreement, each certificate the certificates representing the shares and other securities subject hereto shall be surrendered to the Company or its transfer agent and registrar, and endorsed (if anyin addition to any other applicable endorsements or legends) 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 a subsequent transferee of such Class A Common Units may be required to bear a legend 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 as follows: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL THE RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”)AN AGREEMENT, DATED AS OF NOVEMBER 18FEBRUARY 14, 2008 2001, BY AND AS BETWEEN XXXXXX X. XXXXXX AND XXXXXXX X. XXXX. SUCH AGREEMENT GRANTS XXXXXX X. XXXXXX CERTAIN OPTIONS AND RIGHTS TO PURCHASE THE SECURITIES REPRESENTED HEREBY, LIMITS OTHER TRANSFERS CONVERSIONS OR EXCHANGES OF SUCH SECURITIES OR ANY INTEREST THEREIN, AND GRANTS XXXXXX X. XXXXXX AN IRREVOCABLE PROXY COUPLED WITH AN INTEREST TO VOTE SUCH SECURITIES. A COPY OF THIS AGREEMENT IS ON FILE IN THE REGISTERED OFFICE OF THE COMPANY WHERE IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPINSPECTED. NO TRANSFER OR ENCUMBRANCE OF THESE SECURITIES WILL THE SHARES REPRESENTED HEREBY OR ANY INTEREST THEREIN MAY BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. ." In addition, the 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 under any applicable securities laws or in the event that the Partnership shall receive certificates may bear such certificates, legal opinions or other information additional legends as the Partnership Camner may reasonably require to confirm that the legend on such Class A Common Units is noteffect this Agreement, or is no longer, necessary or required (including, without limitation, because of legends required by, or appropriate with respect to the availability of rules and regulation of, any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission)federal, foreign or other securities authorities. After endorsement, the Partnership certificates shall be returned Ford who shall, subject to the terms of this Agreement, otherwise shall be entitled to exercise all right of ownership of such securities. All certificates for securities that are subject to this Agreement hereafter newly issued or transferred during the term of this Agreement shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may bebear similar legends.

Restrictive Legends. The Partnership AgreementExcept as otherwise permitted by this ------------------- Section 2, each Warrant (and each Warrant issued in substitution for any Warrant) shall be stamped or otherwise imprinted with a legend in substantially the following form: This Warrant and any securities acquired upon the exercise of this warrant have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state. None of this warrant, such securities or any interest therein may be sold, transferred, pledged or hypothecated except pursuant to an effective registration statement under the Securities Act and such registration or qualification as may be necessary under the securities laws of any jurisdiction or pursuant to a written opinion of counsel (which counsel and opinion shall be reasonably satisfactory to the Company) that such registration or qualification is not required. Except as otherwise permitted by this Section 2, each stock certificate (if any) for Class A Common Units initially Warrant Shares issued upon the exercise of this Option any Warrant and each stock certificate (if any) for Class A Common Units issued to a subsequent transferee upon the direct or indirect transfer of any such Class A Common Units may Warrant Shares shall be required to bear stamped or otherwise imprinted with a legend respecting restrictions on transfer as required in substantially the following form: The securities represented by this certificate have not been registered under applicable securities laws. Furthermore, the Holder understands and hereby agrees that, unless otherwise permitted by the provisions Securities Act of this Section 10.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. as amended (THE “PARTNERSHIP”the "Securities Act"), DATED AS OF NOVEMBER 18or the securities laws of any state. The securities may not be sold, 2008 AND AS IT MAY BE AMENDEDtransferred, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a pledged or hypothecated except pursuant to an effective registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective under the Securities Act and such registration or qualification as may be necessary under any applicable the securities laws or in the 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 jurisdiction or pursuant to a written opinion of counsel (which counsel and opinion shall be reasonably satisfactory to the General Rules and Regulations of Company) that such registration or qualification is not required. Notwithstanding the Commission)foregoing, the Partnership shall, or shall instruct its transfer agents and registrars to, remove such legend from Warrantholder may require the Partnership Agreement and the certificates (if any) evidencing such Class A Common Units or issue new certificates without such legend in lieu thereof, or Company to issue a replacement Option Warrant or a stock certificate for Warrant Shares, in each case without the a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act, (ii) the Warrantholder has delivered to the Company an opinion of legal counsel (from a firm reasonably satisfactory to the Company) which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company's counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be or (iii) such Warrant or Warrant Shares may be, sold pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act.

Restrictive Legends. The Partnership AgreementLender agrees to the imprinting, each so long as required, of a legend on any document or certificate (if any) for Class A Common Units initially issued upon evidencing the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units Securities may be imprinted with the following legend substantially in the following form (in addition to any legend required to bear a legend respecting restrictions on transfer as required under by applicable state securities or “blue sky” 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 as follows: ): “[NEITHER] THIS SECURITY [NOR THE SECURITIES REPRESENTED BY INTO WHICH THIS CERTIFICATE HAVE NOT SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. AMENDED (THE “PARTNERSHIPSECURITIES ACT”), DATED AS OF NOVEMBER 18OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, TRANSFERRED OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES DISPOSED OF WHICH MAY BE OBTAINED FROM UNLESS REGISTERED UNDER THE PARTNERSHIP. NO TRANSFER SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS COUNSEL THAT REGISTRATION OF SUCH AGREEMENT. In SECURITIES [AND THE SECURITIES ISSUABLE UPON [CONVERSION] OF THIS SECURITY] UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” Certificates evidencing the event that Securities shall not contain any legend (including the legend set forth above), (i) while a registration statement covering any Class A Common Units issued or issuable upon exercise the resale of this Option shall become such Security is effective under the Securities Act, (ii) following any sale of Securities pursuant to Rule 144, (iii) if such Securities are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the effective date (the “Effective Date”) of a registration statement if required by the Company’s transfer agent to effect the removal of the legend hereunder. If all or any portion of the Loan is converted by the Lender at a time when there is an effective registration statement to cover the resale of the Conversion Shares, such Conversion Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this section, it will, no later than 2 Trading Days following the delivery by a Lender to the Company or the Company’s transfer agent of a certificate representing Conversion Shares, issued with a restrictive legend (such 2nd Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Lender a certificate or book entry notation representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this section. The Lender acknowledges that the Company’s agreement hereunder to remove all legends from Conversion Shares is not an affirmative statement or representation that such Conversion Shares are freely tradable. The Lender, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this section is predicated upon the Company’s reliance that the Lender will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable securities laws or in the 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 notprospectus delivery requirements, or is no longeran exemption therefrom, necessary or required (includingand that if Securities are sold pursuant to a registration statement, without limitation, because they will be sold in compliance with the plan of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may bedistribution set forth therein.

Restrictive Legends. The Partnership AgreementOptionee hereby acknowledges that, each certificate (if any) for Class A Common Units initially issued in the event ------------------- the Company is unable to register the issuance of the Shares upon the exercise of this Option the Options, federal securities laws and each certificate (if any) for Class A Common Units the securities laws of the state in which Optionee resides or works may require the placement of certain restrictive legends upon the Shares issued upon exercise of the Options, and Optionee hereby consents to a subsequent transferee the placing of any such Class A Common Units legends upon certificates evidencing the Shares as the Company, or its counsel, may reasonably deem necessary; provided, however, that any such legend or legends shall be required to bear removed when no longer applicable. In such event, any and all certificates now or hereafter issued evidencing the Shares shall have endorsed upon them a legend 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 as follows: THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THESE SECURITIES, NOR ANY INTEREST THEREIN, MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR IN A MANNER EXEMPT FROM OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED ii) AN EXEMPTION FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS REGISTRATION REQUIREMENTS OF THE PARTNERSHIP UNLESS ACCOMPANIED SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, SUCH EXEMPTION TO BE EVIDENCED BY EVIDENCE OF COMPLIANCE WITH SUCH DOCUMENTATION AS THE TERMS OF SUCH AGREEMENT. In the 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 under any applicable securities laws or in the 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beISSUER MAY REASONABLY REQUEST."

Restrictive Legends. The Partnership Agreement, each Each certificate representing any of the Securities (if anyor any other securities issued in respect of the Securities upon any stock split or stock dividend) for Class A Common Units initially issued upon the exercise of this Option and each certificate shall (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a legend 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 hereof) be stamped or otherwise imprinted with a legend reading substantially as follows: in the following 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, AND . THE SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN A MANNER EXEMPT FROM THE ABSENCE OF SUCH REGISTRATION UNDER SUCH ACTOR AN EXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO AND THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO ADDITIONAL CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AND OTHER RESTRICTIONS, AND THE PARTNERSHIP HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDER) IS BOUND BY THE TERMS OF A WARRANT PURCHASE AGREEMENT OF XXXXXXX BROS., L.P. BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPCOMPANY). 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise Such legend shall be removed by delivery of this Option shall become effective under substitute certificates without legend: (i) if the Securities Act and under any applicable securities laws or in the event that the Partnership shall receive such certificates, legal opinions or other information as the Partnership may reasonably require have been sold pursuant to confirm that the legend on such Class A Common Units is notan effective registration statement, or (ii) if Rule 144(k) may be utilized by the seller of such security, or (iii) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may beSecurities Act.

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), AND OR ANY STATE SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD, OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, PLEDGED OR HYPOTHECATED IN A MANNER THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH ACTAND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENTTHAT CERTAIN WARRANT AGREEMENT DATED JANUARY 15, 1996, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 9.2 shall be paid by the holder.

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A Certificates evidencing the ------------------- shares of Common Units initially issued upon Stock to be delivered hereunder may include legends legally required including the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, in substantially 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 as followsfollowing 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 OFFERED AND REOFFERED OR SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT IF AN EXEMPTION FROM SUCH REGISTRATION UNDER IS AVAILABLE. SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”)STOCK OPTION AGREEMENT, DATED AS OF NOVEMBER 18JANUARY 11, 2008 AND AS IT MAY BE AMENDED1999, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPISSUER UPON REQUEST. 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 It is understood and agreed that (i) the event that a registration statement covering any Class A Common Units issued or issuable upon exercise reference to the resale restrictions of this Option shall become effective under the Securities Act and under any applicable state securities or blue sky laws or in the event that the Partnership foregoing legend 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 be removed by delivery of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and the certificates (if anysubstitute certificate(s) evidencing such Class A Common Units or issue new certificates without such legend in lieu thereof, reference if the Company or issue a replacement Option without the legendParent, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the Securities 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 of this Agreement in the foregoing legend shall be removed by delivery of substitute certificate(s) without such reference if the shares of Common Stock 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 5.1 shall not be required to bear the legend set forth in this Section 5.2.

Restrictive Legends. The Partnership AgreementEach certificate representing shares of 3Com Common Stock issued to USR hereunder, each certificate (and shares of USR Common Stock, 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 , delivered to 3Com pursuant to a subsequent transferee of such Class A Common Units may be required to bear Stock Exercise, shall include a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, in substantially 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 as followsfollowing 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 OFFERED AND REOFFERED OR SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT IF AN EXEMPTION FROM SUCH REGISTRATION UNDER IS AVAILABLE. SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP USR STOCK OPTION AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18FEBRUARY 26, 2008 AND AS IT MAY BE AMENDED1997, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPISSUER UPON REQUEST. 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 It is understood and agreed that (i) the event that a registration statement covering any Class A Common Units issued or issuable upon exercise reference to the resale restrictions of this Option shall become effective under the Securities Act and under any applicable state securities or Blue Sky laws or in the event that the Partnership foregoing legend 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 be removed by delivery of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and the certificates (if anysubstitute certificate(s) evidencing such Class A Common Units or issue new certificates without such legend in lieu thereof, reference if USR or issue a replacement Option without the legend3Com, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the Securities 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 of this Agreement in the 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 (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 10 shall not be required to bear the legend set forth in this Section 12.

Restrictive Legends. The Partnership AgreementExcept 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 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, or under state securities laws, and may not be transferred in the absence of such registration or an exemption therefrom under such Act or such laws." Except as otherwise permitted by this section 8, (a) each certificate for Common Stock (if anyor Other Securities) for Class A Common Units initially issued upon the exercise of this Option any Warrant, and (b) each certificate issued upon the direct or indirect transfer of any such Common Stock (if anyor Other Securities) for Class A Common Units issued to shall be stamped or otherwise imprinted with a subsequent transferee 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 under state securities laws, and may not be transferred in the absence of such Class A Common Units may registration or an exemption therefrom under such Act or such laws." The holder of any Restricted Securities shall be required entitled to bear a receive from the Company, without expense, new securities of like tenor not bearing the applicable legend respecting restrictions on transfer as required under applicable set forth above in this section 8 when such 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 as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. have been (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective a) effectively registered under the Securities Act and under any applicable securities laws or disposed of in accordance with the event that the Partnership shall receive registration statement covering such certificatesRestricted Securities, legal opinions or other information as the Partnership may reasonably require (b) sold pursuant 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 or 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 General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu disposition thereof, or issue a replacement Option without (d) when, in the legendopinion of counsel (which may include in-house counsel) for the holder thereof experienced in Securities Act matters, as such restrictions are no longer required in order to insure compliance with the case may beSecurities Act.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Stock issued to a any subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144(k) or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF THE COMPANY’S COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER ISSUABLE UPON EXERCISE OF THESE SECURITIES WILL MAY BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED {33164\10\DT262990.DOC;1} PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. In SECURITIES.” The legend set forth above shall be removed and the event that Company shall issue a registration statement covering any Class A Common Units issued certificate without such legend to the holder of the Shares upon which it is stamped or issuable upon exercise of this Option shall become effective issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Shares are registered for resale under the Securities Act and Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under any applicable securities laws or in the 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 notRule 144(k), or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission). Following the Effective Date or at such earlier time as a legend is no longer required for certain Shares, the Partnership shallCompany will no later than three (3) Business Days following the delivery by an Investor to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to effect the reissuance and/or transfer and an opinion of Investor’s counsel reasonably acceptable to the Company), issue irrevocable transfer agent instructions and cause to be delivered to such Investor a certificate representing such Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section The Company shall instruct its transfer agents facilitate the timely preparation and registrars todelivery of certificates representing the Warrant Stock to be sold pursuant to an effective Registration Statement, remove which certificates shall be free, to the extent permitted by applicable law and this Warrant, of all restrictive legends, and to enable such legend from the Partnership Agreement Warrant Stock to be in such denominations and the certificates (if any) evidencing registered in such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, names as the case Holder may berequest at least five (5) business days prior to any sale of the Warrant Stock.

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A Common Units initially issued upon the exercise of this Option Each Global Security and each certificate (if any) for Class A Common Units issued to Physical Security that constitutes a subsequent transferee of such Class A Common Units may be required to bear a legend 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 Restricted Security or is sold in compliance with Regulation S shall bear the following legend (the "Private Placement Legend") on the face thereof a legend reading substantially until after the second anniversary of the later of the Issue Date and the last date on which the Company or any Affiliate was the owner of such Security (or any predecessor note) (or such shorter period of time as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective 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 the Company, unless otherwise agreed by the Company and the Holder thereof: This security has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and neither this security nor any interest or participation herein (or therein) may be offered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of in the absence of such registration or unless such transaction is exempt from, or not subject to, the registration requirements of the Securities Act or any applicable state securities laws 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 otherwise transferred prior to the expiration of the holding period 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 the event each case to whom notice is given that the Partnership shall receive such certificatesresale, legal opinions pledge or other information transfer is being made in reliance on Rule 144A (as indicated by the Partnership may reasonably require 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 confirm that a non-"U.S. person" in an "offshore transaction" (as such terms are defined in Regulation S under the legend 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) to an institutional "accredited investor" (as defined in Rule 501 (a)(1), (2), (3) or (7) of the Securities Act (an "Institutional Accredited Investor")) that, prior to such Class A Common Units is nottransfer, furnishes the trustee for the securities a signed letter containing certain representations and agreements (the form of which can be obtained from the trustee), (5) pursuant to any other available exemption from, or is no longertransaction not subject to, necessary or required (including, without limitation, because the registration requirements of the availability of any Securities Act, including the exemption afforded provided by Rule 144 under the Securities Act, if available, or (6) pursuant to an effective registration statement under the Securities Act, subject in each of the General Rules 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 Regulations subject to the right of the Commission)issuer or the Trustee for the securities prior to any such sale, pledge or other transfer pursuant to clause (4) or (5) above to require the Partnership shalldelivery of an opinion of counsel, certifications and/or other information satisfactory to each of them. This legend will be removed upon request of the holder on or shall instruct its transfer agents and registrars to, remove such legend from after the Partnership Agreement and the certificates (if any) evidencing such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, as the case may beResale Restriction Termination Date.

Restrictive Legends. The Partnership AgreementEach certificate representing shares of USR Common Stock issued to 3Com hereunder, each certificate (and shares of 3Com Common Stock, 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 , delivered to USR pursuant to a subsequent transferee of such Class A Common Units may be required to bear Stock Exercise, shall include a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, in substantially 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 as followsfollowing 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 OFFERED AND REOFFERED OR SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT IF AN EXEMPTION FROM SUCH REGISTRATION UNDER IS AVAILABLE. SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP 3COM STOCK OPTION AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18FEBRUARY 26, 2008 AND AS IT MAY BE AMENDED1997, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPISSUER UPON REQUEST. 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 It is understood and agreed that (i) the event that a registration statement covering any Class A Common Units issued or issuable upon exercise reference to the resale restrictions of this Option shall become effective under the Securities Act and under any applicable state securities or Blue Sky laws or in the event that the Partnership foregoing legend 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 be removed by delivery of the availability of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and the certificates (if anysubstitute certificate(s) evidencing such Class A Common Units or issue new certificates without such legend in lieu thereof, reference if 3Com or issue a replacement Option without the legendUSR, as the case may be, shall have delivered to the other party a copy of a letter from the staff of the Securities 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 of this Agreement in the 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 (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 10 shall not be required to bear the legend set forth in this Section 12.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units initially issued upon representing the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may Registrable Securities shall be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, stamped or otherwise imprinted with 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 as followsfollowing or similar legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SAID ACT IS IN EFFECT AS TO SUCH TRANSFER OR, AND IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, SUCH TRANSFER MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM MADE WITHOUT REGISTRATION UNDER SUCH SAID ACT. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT TO WHICH THE PARTNERSHIP AGREEMENT ORIGINAL HOLDER OF XXXXXXX BROS.THESE SHARES WAS A PARTY, L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES A COPY OF WHICH MAY BE OBTAINED FROM AT THE PARTNERSHIPPRINCIPAL OFFICE OF THE COMPANY. NO TRANSFER SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTSHARES. In The Holder consents to the event that making of a registration statement covering notation by the Company on its records and giving instructions to any Class A Common Units issued or issuable upon exercise transfer agent of its capital stock in order to implement the restrictions on transfer established in this Option shall become effective under the Securities Act and under any applicable securities laws or in the event that the Partnership shall receive such certificatesAgreement, 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 volume limitation set forth in Section 2(c) hereof. The Company shall, or shall instruct at its transfer agents and registrars toexpense, remove such the legend from the Partnership Agreement and certificates representing any Registrable Securities, at the certificates (if any) evidencing such Class A Common Units or issue new certificates without such legend in lieu request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act or issue a replacement Option without are sold pursuant to an effective registration statement under the legend, as the case may beSecurities Act or Rule 144 thereunder.

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), AND OR ANY STATE SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD, OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, PLEDGED OR HYPOTHECATED IN A MANNER THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS PROSPECTUS DELIVERY REQUIREMENTS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE 1933 ACT AND OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTANY APPLICABLE STATE SECURITIES LAWS. In the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 9.2 shall be paid by the holder.

Restrictive Legends. The Partnership AgreementExcept 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 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 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, (a) each certificate for Original Common Stock (if anyor Other Securities) for Class A Common Units initially issued upon the exercise of this Option any Warrant, and (b) each certificate issued upon the direct or indirect transfer of any such Original Common Stock (if anyor Other Securities) for Class A Common Units issued to shall be stamped or otherwise imprinted with a subsequent transferee 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 Class A Common Units may registration or an exemption therefrom under such Act." The holder of any Restricted Securities shall be required entitled to bear a receive from the Company, without expense, new securities of like tenor not bearing the applicable legend respecting restrictions on transfer as required under applicable set forth above in this section 8 when such 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 as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. have been (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective a) effectively registered under the Securities Act and under any applicable securities laws or disposed of in accordance with the event that the Partnership shall receive registration statement covering such certificatesRestricted Securities, legal opinions or other information as the Partnership may reasonably require (b) sold pursuant 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 or any comparable rule under the Securities Act, (c) transferred to a limited number of "qualified institutional buyers" (as such term is defined in Rule 144A under the General Rules and Regulations of the CommissionSecurities Act), each of which shall have represented in writing that it is acquiring such Restricted Securities for investment and not with a view to the Partnership shall, or shall instruct 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 legend in lieu disposition thereof, or issue a replacement Option without (d) when, in the legendopinion (which opinion must be reasonably satisfactory to the Company and its securities counsel) of independent counsel for the holder thereof experienced in Securities Act matters, as such restrictions are no longer required in order to insure compliance with the case may beSecurities Act. The Company will pay the reasonable fees and disbursements of counsel for any holder of Restricted Securities in connection with all opinions rendered pursuant to this section 8.

Restrictive Legends. The Partnership AgreementAll Stock Certificates and Warrants shall have affixed thereto legends in substantially the following form, each certificate (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 in addition to a subsequent transferee of such Class A Common Units any other legends that may be required to bear a legend respecting restrictions on transfer as required under applicable federal or state 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 as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR IN OTHERWISE ASSIGNED EXCEPT PURSUANT TO A MANNER EXEMPT REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACTTHE ACT RELATING TO THE DISPOSITION OF SECURITIES AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. The legend set forth above shall be removed from certificates representing Shares and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (THE “PARTNERSHIPDTC”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option shall become effective if (i) such Shares are registered for resale under the Securities Act and under any applicable securities laws or in (provided that, if the event that Buyer is selling pursuant to the Partnership shall receive such certificates, legal opinions or other information as effective registration statement registering the Partnership may reasonably require to confirm that Shares for resale (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“Registration Statement”), the Partnership shallBuyer agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such Registration Statement), (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of the Company), or (iii) such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the effective date of the Registration Statement covering the resale or (ii) Rule 144 becoming available for the resale of the Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, the Company shall instruct within one (1) Business Day deliver to its transfer agents and registrars to, remove agent irrevocable instructions that the transfer agent shall reissue a certificate representing the applicable Shares without legend upon receipt by the transfer agent of the legended certificates for such Shares. Any fees (with respect to the transfer agent or otherwise) associated with the removal of such legend from shall be borne by the Partnership Agreement Company. To the extent Shares and Warrants are issued to Buyers that are Canadian residents, the certificates representing such Shares and Warrants (if any) evidencing such Class A Common Units and any replacement certificates issued prior to the expiration of the applicable hold periods), or issue new certificates without such ownership statements issued under a direct registration system or other electronic book-based or book-entry system, will bear a legend in lieu thereofaccordance with applicable Canadian securities laws. For the Securities issued to Canadian residents pursuant to the offering herein, or issue a replacement Option without the legendfollowing legend is required by section 2.5 of National Instrument 45-102 – Resale of Securities: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, as the case may beTHE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) SEPTEMBER 18, 2013, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), AND OR ANY STATE SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD, OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, PLEDGED OR HYPOTHECATED IN A MANNER THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH ACTAND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENTTHAT CERTAIN WARRANT AGREEMENT DATED JUNE 19, 1997, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 9.2 shall be paid by the holder.

Restrictive Legends. The Partnership Agreement, each certificate (if any) for Class A Common Units initially issued upon certificates evidencing the exercise of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may Securities shall be required to bear stamped or otherwise imprinted with a legend respecting restrictions on transfer as required under applicable securities lawsin substantially the following form and none of the Securities shall be sold or otherwise transferred except in accordance therewith. Furthermore, The Securities will bear 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 as followsfollowing legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN TRANSFERRED UNLESS (I) A MANNER REGISTRATION STATEMENT COVERING SUCH SALE OR TRANSFER IS EFFECTIVE UNDER THE ACT, OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH ACTEFFECT HAS BEEN RENDERED BY COUNSEL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH THE CONDITIONS CONTAINED IN A PURCHASE AGREEMENT, DATED FEBRUARY 7, 2011. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. HOLDER HEREOF UPON REQUEST. The Company shall use commercially reasonable efforts to remove the restrictive legend set forth above and shall issue a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (THE “PARTNERSHIPDTC”), DATED AS OF NOVEMBER 18if (i) such Securities are registered for resale under the Securities Act, 2008 AND AS IT MAY BE AMENDED(ii) such Securities are sold or transferred pursuant to Rule 144, AMENDED AND RESTATEDor (iii) such Securities are eligible for sale under Rule 144, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPwithout the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. 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 Following the event that earlier of (i) the effective date of a registration statement covering any Class A Common Units issued the resale of Securities or issuable upon exercise (ii) Rule 144 becoming available for the resale of this Option shall become effective the Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the Securities Act and under any applicable securities laws without volume or in the 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)manner-of-sale restrictions, the Partnership shall, or Company shall use commercially reasonable efforts to instruct its transfer agents and registrars to, agent to remove such the legend from the Partnership Agreement Securities and to cause its counsel to issue any legend removal opinion required by the certificates transfer agent. Any fees (if anywith respect to the transfer agent or Company counsel) evidencing associated with the issuance of such Class A Common Units opinion or issue new certificates without the removal of such legend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will no later than three (3) Business Days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a legended certificate or instrument representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in lieu thereofform necessary to affect the reissuance and/or transfer) and any required Rule 144 representation letter, deliver or issue cause to be delivered to such Purchaser a replacement Option without the legend, certificate or instrument (as the case may be) representing such Securities that is free from all restrictive legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in this Section 9. Certificates for the Securities free from all restrictive legends may be transmitted by the transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Restrictive Legends. The Partnership Agreement, each Each certificate (if any) for Class A Common Units Warrant Stock initially issued upon the exercise of this Option Warrant, and each certificate (if any) for Class A Common Units Warrant Stock issued to a any subsequent transferee of any such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorecertificate, the Holder understands and hereby agrees thatunless, unless otherwise permitted by the provisions of this Section 10.2in each case, such certificates Warrant Stock is eligible for resale without registration pursuant to Rule 144(k) or an effective registration statement under the Securities Act, shall bear on the face thereof a legend reading substantially as followsfollowing legend: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF THE COMPANY’S COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER ISSUABLE UPON EXERCISE OF THESE SECURITIES WILL MAY BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED {33164\10\DT262992.DOC;1} PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. In SECURITIES.” The legend set forth above shall be removed and the event that Company shall issue a registration statement covering any Class A Common Units issued certificate without such legend to the holder of the Shares upon which it is stamped or issuable upon exercise of this Option shall become effective issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Shares are registered for resale under the Securities Act and Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under any applicable securities laws or in the 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 notRule 144(k), or (iv) if such legend is no longer, necessary or not required (including, without limitation, because under applicable requirements of the availability of any exemption afforded Securities Act (including controlling judicial interpretations and pronouncements issued by Rule 144 of the General Rules and Regulations of the Commission). Following the Effective Date or at such earlier time as a legend is no longer required for certain Shares, the Partnership shallCompany will no later than three (3) Business Days following the delivery by an Investor to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to effect the reissuance and/or transfer and an opinion of Investor’s counsel reasonably acceptable to the Company), issue irrevocable transfer agent instructions and cause to be delivered to such Investor a certificate representing such Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section The Company shall instruct its transfer agents facilitate the timely preparation and registrars todelivery of certificates representing the Warrant Stock to be sold pursuant to an effective Registration Statement, remove which certificates shall be free, to the extent permitted by applicable law and this Warrant, of all restrictive legends, and to enable such legend from the Partnership Agreement Warrant Stock to be in such denominations and the certificates (if any) evidencing registered in such Class A Common Units or issue new certificates without such legend in lieu thereof, or issue a replacement Option without the legend, names as the case Holder may berequest at least five (5) business days prior to any sale of the Warrant Stock.

Restrictive Legends. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.2, such certificates shall bear on the face thereof a legend reading substantially as follows: 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, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROSor any State securities laws and may not be sold or transferred in the 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., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued the Underlying Shares or issuable upon exercise of this Option the Restricted Stock shall become effective under the Securities Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel reasonably satisfactory to the Company (which shall include counsel to the Company and independent counsel to the original purchaser hereof) that, in the opinion of such certificatescounsel, legal opinions such legend hereon or other information as the Partnership may reasonably require to confirm that the legend on such Class A Common Units stock certificates is not, or is no longer, necessary or required (including, without limitation, because of the availability of any exemption afforded by Rule 144 144, 144A or 144(k) of the General Rules and Regulations of the Securities and Exchange Commission (the "Commission")), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend herefrom or from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Restricted Stock or issue new certificates without such legend in lieu thereof. In the absence of such registration or the delivery of such legal opinion, or issue a replacement Option without the Company shall not be required to remove the legend. Upon the written request of the holder or holders of any Warrant or of any Restricted Stock, as the case may beCompany 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 9.2 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. The Partnership Agreement, each 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.29.2, such certificates shall bear on the face thereof a legend reading substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “1933 ACT”), AND OR ANY STATE SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD, OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, PLEDGED OR HYPOTHECATED IN A MANNER THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH ACTAND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENTTHAT CERTAIN WARRANT AGREEMENT DATED AUGUST 30, 2002, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option the Warrant Shares shall become effective under the Securities 1933 Act and under any applicable State securities laws or in the event that the Partnership Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the such 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 the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Partnership Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement and certificates evidencing the certificates (if any) evidencing such Class A Common Units Warrant Shares or issue new certificates without such legend in lieu thereof, or issue a replacement Option without . All fees and expenses of counsel in connection with the legend, as rendition of the case may beopinion provided for in this Section 9.2 shall be paid by the holder.

Restrictive Legends. The Partnership Agreement, each certificate Subscriber understands that the certificates representing the Shares shall bear a restrictive legend in substantially the following form (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 a subsequent transferee stop transfer order may be placed against transfer of such Class A Common Units may be required to bear a legend 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 as follows: stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACTAPPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE PARTNERSHIP AGREEMENT ABSENCE OF XXXXXXX BROS.AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTEDOR APPLICABLE STATE SECURITIES LAWS, OR OTHERWISE MODIFIED FROM TIME AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIPRULE 144 UNDER SAID ACT. 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 event that a registration statement covering any Class A Common Units issued or issuable upon exercise of this Option The legend set forth above shall become effective under the Securities Act and under any applicable securities laws or in the 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 instruct its transfer agents and registrars to, remove such legend from the Partnership Agreement be removed and the certificates (if any) evidencing such Class A Common Units or Company shall issue new certificates a certificate without such legend to the holder of the Shares upon which it is stamped if, unless otherwise required by state securities laws, (i) the sale of the Shares is registered under the 1933 Act, (ii) in lieu thereofconnection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares may be made without registration under the 1933 Act, or issue (iii) such holder provides the Company with reasonable assurances that the Shares may be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a replacement Option without the legend, as the case may beparticular date that can then be immediately sold.

Restrictive Legends. The Partnership AgreementUnless otherwise permitted by the provisions of this subparagraph b, 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 (if any) for Class A shares of Common Units Stock initially issued upon the exercise of this Option any Warrant and each certificate (if any) for Class A shares of Common Units Stock issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees thatcertificate shall, unless otherwise permitted by the provisions of this Section 10.2subparagraph b, such certificates shall bear on the face thereof a legend reading substantially as follows: 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, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROSor any state securities laws and may not be offered, sold or transferred in the absence of such registration or an exemption therefrom under such Act and applicable state securities laws, and are transferable only upon the conditions specified in the Warrant pursuant to which such shares were issued., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that a registration statement covering any Class A Common Units issued the Warrant, the unissued Warrant Shares or issuable upon exercise of this Option the Restricted Stock shall become effective under the Securities Act and under any applicable securities laws or in the event that the Partnership Corporation shall receive an opinion of counsel satisfactory to it that, in the opinion of such certificatescounsel, legal opinions or other information as the Partnership may reasonably require to confirm that the any such legend on such Class A Common Units is not, or is no longer, necessary or required (including, without limitationbut not limited to, because of the availability of any the exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership Corporation shall, or shall instruct its transfer agents and registrars to, to (i) remove such the applicable legend from the Partnership Agreement and Warrant or the certificates (if any) evidencing such Class A Common Units the Restricted Stock or issue new warrants or certificates without such legend in lieu thereof, thereof and (ii) refrain from including the applicable legend on certificates evidencing Warrant Shares issued subsequent to the effective date of the registration statement or issue a replacement Option without the legend, as the case may bereceipt of an opinion of counsel.

Restrictive Legends. The Partnership AgreementAny Note and any certificate evidencing the Conversion Shares may contain a securities legend restricting the transfer thereof, each certificate (if any) for Class A Common Units initially issued upon in substantially the exercise following form as long as none of this Option and each certificate (if any) for Class A Common Units issued to a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer as required under applicable securities laws. Furthermorethe Unrestricted Conditions have been met: THIS LOAN AND RELATED RIGHT TO CONVERSION, 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 as follows: AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF OR 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACTAPPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE PARTNERSHIP AGREEMENT ABSENCE OF XXXXXXX BROS.AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, L.P. (THE “PARTNERSHIP”)EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION, DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME INCLUDING PURSUANT TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS RULE 144 OF THE PARTNERSHIP UNLESS ACCOMPANIED BY EVIDENCE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)7) OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTSECURITIES ACT. In Upon the event that satisfaction of any of the following conditions (the “Unrestricted Conditions”): (A) while a registration statement covering any Class A Common Units issued the sale or issuable upon exercise resale of this Option shall become such security is effective under the Securities Act, or (B) following any sale of such Conversion Shares, pursuant to Rule 144, 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 an “affiliate” of Issuer (as such term is used under Rule 144 pursuant to the 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 under pronouncements issued by the staff of the SEC), then any applicable securities laws 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 at such other time as any of the Unrestricted Conditions has been met, 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 extent required or requested as set forth in the event immediately following two sentences. Issuer agrees that, following the Closing Date or at such time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required 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 Partnership shall receive such certificates, legal opinions or other information as removal of restrictive legends from the Partnership may reasonably require to confirm Conversion Shares is predicated upon reliance by Issuer that the legend on such Class A Common Units is notDesignated Holder will sell any Conversion Shares, or is no longer, necessary or required (including, without limitation, because pursuant to the registration requirements of the availability Securities Act or an exemption therefrom, and that if such securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of any exemption afforded by Rule 144 of the General Rules and Regulations of the Commission), the Partnership shall, or shall instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may bedistribution set forth therein.

Restrictive Legends. The Partnership Agreement, each certificate (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 a subsequent transferee of such Class A Common Units may be required to bear a legend respecting restrictions on transfer Except as required under applicable securities laws. Furthermore, the Holder understands and hereby agrees that, unless otherwise permitted by the provisions of this Section 10.211, such certificates each share of Preferred Stock or REIT Common Stock issued pursuant to this Agreement shall bear on the face thereof be stamped or otherwise imprinted with a legend reading in substantially as followsthe following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH APPLICABLE "BLUE SKY" LAWS AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR IN A MANNER EXEMPT RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACTACT RELATING TO SUCH TRANSFER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERSHIP AGREEMENT OF XXXXXXX BROS., L.P. (THE “PARTNERSHIP”), DATED AS OF NOVEMBER 18, 2008 AND AS IT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP. 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 event that The REIT shall maintain a registration statement covering any Class A Common Units issued or issuable upon exercise copy of this Option shall become effective under Agreement and 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 Securities Act and under Purchaser or any applicable securities laws transferee upon its or in the event that the Partnership shall receive such certificates, legal opinions or other information as the Partnership may reasonably require to confirm that their request. Whenever the legend on 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 Class A legend requirements have terminated shall be entitled to receive from the REIT, at the REIT's expense, shares of Preferred Stock or REIT Common Units is notStock, or is no longer, necessary or required (includingas applicable, 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 instruct 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 legend in lieu thereof, or issue a replacement Option without the legend, as the case may be.