Common use of Restrictive Legends Clause in Contracts

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to Transfer.the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) Purchaser understands and agrees that The following legend under the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsSecurities Act: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (OR THE "ACT") “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE TRANSFERREDDISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER IF AN EXEMPTION IS AVAILABLE, THE ACT OR, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO AT THE ISSUER OF THESE SECURITIES, HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE OR SALE, TRANSFER, PLEDGE ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR HYPOTHECATION OTHER DISPOSITION IS IN COMPLIANCE THEREWITHEXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION CONTAINED HEREIN ARE BINDING ON TRANSFEREES OF THESE SHARESTHE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Grantee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, REFUSAL AND A REPURCHASE OPTION RIGHT HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION RIGHT ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal Each certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to Transfer. (a) Purchaser understands and agrees that any subsequent transferee of any such certificate, unless, in each case, such Warrant Shares is eligible for resale without registration pursuant to Rule 144 or an effective registration statement under the Company Securities Act, shall cause bear the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing legend: "THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED TRANSFERRED UNLESS AND UNTIL REGISTERED (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT ORACT, IN AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY STATING THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION TRANSACTION IS IN COMPLIANCE THEREWITHEXEMPT FROM REGISTRATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, " The legend set forth above shall be removed and the Company may shall issue appropriate "stop transfer" instructions a certificate without such legend to its transfer agentthe holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if any(i) such Shares are registered for resale under the Securities 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 Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and that, if pronouncements issued by the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsCommission).

Restrictive Legends. Stop-Transfer Orders; Refusal Each certificate for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to Transfer. (a) Purchaser understands and agrees that any subsequent transferee of any such certificate, unless, in each case, such Warrant Stock is eligible for resale without registration pursuant to Rule 144 or an effective registration statement under the Company Securities Act, shall cause bear the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing legend: "THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED TRANSFERRED UNLESS AND UNTIL REGISTERED (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT ORACT, IN AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY STATING THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION TRANSACTION IS IN COMPLIANCE THEREWITHEXEMPT FROM REGISTRATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, " The legend set forth above shall be removed and the Company may shall issue appropriate "stop transfer" instructions a certificate without such legend to its transfer agentthe holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if any(i) such Shares are registered for resale under the Securities 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 Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and that, if pronouncements issued by the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsCommission).

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. Each certificate evidencing the Shares which the Purchaser may acquire hereunder and any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (aunless no longer required in the opinion of the counsel for the Corporation) Purchaser understands and agrees that the Company shall cause the legends set forth below be imprinted with one or more legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of in the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFEREDOFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE CORPORATION, SOLD OR OTHERWISE TRANSFERREDIF THE CORPORATION SO REQUESTS, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER CORPORATION) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE SECURITIES, SUCH OFFER, SALE SHARES THAT HAS NOT BEEN SO REGISTERED (OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHQUALIFIED). THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A REPURCHASE RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED THAT CERTAIN MARCH 12, 2004 STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER ORIGINAL HOLDER HEREOF AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUERCORPORATION. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order The Corporation shall be entitled to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "enter stop transfer" instructions to transfer notices on its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations books with respect to the same effect in its own recordsSecurities.

Restrictive Legends. Stop-Transfer Orders; Refusal In order to Transfer. (a) Purchaser understands and agrees that reflect the Company shall cause restrictions on the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership transfer of the Shares together set forth or referred to in this Agreement, the certificates representing Shares shall be endorsed with any other legends that may be required by to the Company or by applicable state or federal securities lawsfollowing effect: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR HYPOTHECATED UNLESS QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE STATE SECURITIES LAWS OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. APPLICABLE EXEMPTIONS THEREFROM.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERMAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED FOUNDER STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL INITIAL HOLDER OF THE SHARES. THE FOUNDER STOCK PURCHASE AGREEMENT GRANTS CERTAIN PURCHASE OPTIONS TO THE COMPANY AND IMPOSES RESTRICTIONS ON THE TRANSFER OF THESE SHARES, . A COPY OF WHICH MAY BE OBTAINED THE FOUNDER STOCK PURCHASE AGREEMENT IS ON DEPOSIT AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL COMPANY AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESWILL BE FURNISHED BY THE COMPANY TO THE REGISTERED HOLDER HEREOF UPON WRITTEN REQUEST. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal All certificates representing the Shares shall have endorsed thereon legends in substantially the following form (in addition to Transfer.any other legend which may be required by other agreements between the parties to this Agreement): (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED CONDUCTED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. WITH THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue Any legend required by appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsblue sky officials.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Each Purchaser understands and agrees that the Company shall cause Shares acquired by it will bear a legend substantially similar to the legends legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company or by applicable state or federal securities lawsand such Purchaser: “THE SECURITIES REPRESENTED HEREBY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT"”) AND OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERREDSOLD, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OROR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ISSUER OF THESE SECURITIES, SECURITIES ACT AND SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESOTHER APPLICABLE LAWS. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal In order to Transfer.reflect the restrictions on disposition of the Restricted Shares, the stock certificates for the Restricted Shares will be endorsed with restrictive legends, including one or more of the following legends: (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933. THE "ACT") AND SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, OFFERED FOR SALE IN THE OPINION ABSENCE OF COUNSEL (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, OR (B) SATISFACTORY ASSURANCES TO THE ISSUER OF THESE SECURITIES, COMPANY THAT REGISTRATION UNDER SUCH OFFER, ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. OFFER.” (b) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT ISSUED PURSUANT TO CERTAIN A RESTRICTED STOCK AGREEMENT DATED AS OF THE DATE OF GRANT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT SUBJECTS THESE SECURITIES TO A SUBSTANTIAL RISK OF FORFEITURE AND TO RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY . THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF WHICH MAY BE OBTAINED AT SUCH AGREEMENT TO THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESHOLDER HEREOF WITHOUT CHARGE. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees The Investor acknowledges that the Company shall cause certificates representing the Shares (if the Shares are certificated) will bear restrictive legends in the form set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsbelow: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT") ”), NOR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED DISPOSED OF UNLESS AND UNTIL REGISTERED A REGISTRATION STATEMENT UNDER THE ACT ORAND ANY APPLICABLE STATE SECURITIES LAWS IS THEN IN EFFECT WITH RESPECT THERETO, IN OR SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHACT AND ANY APPLICABLE STATE SECURITIES LAW. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN THE RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH CONTAINED IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER CHARTER OF THESE SHARESEXCELSIOR LASALLE PROPERTY FUND, INC. AS SUCH CHARTER MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED AT IS ON FILE WITH THE PRINCIPAL OFFICE SECRETARY OF THE ISSUERCORPORATION). SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL THE CORPORATION WILL FURNISH A FULL STATEMENT ABOUT CERTAIN RESTRICTIONS ON TRANSFERABILITY TO A STOCKHOLDER ON REQUEST AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESWITHOUT CHARGE. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) The Standby Purchaser understands and agrees that the Company shall cause New Shares purchased in the legends Standby Purchase Commitment will bear a legend substantially similar to the legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company or by applicable state or federal securities lawsand the Standby Purchaser: “THE SECURITIES REPRESENTED HEREBY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT"”) AND OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERREDSOLD, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OROR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ISSUER OF THESE SECURITIES, SECURITIES ACT AND SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESOTHER APPLICABLE LAWS. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. Each certificate evidencing the Shares which the Investor may acquire hereunder and any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (aunless no longer required in the opinion of the counsel for the Corporation) Purchaser understands and agrees that the Company shall cause the legends set forth below be imprinted with one or more legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of in the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFEREDOFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE COMPANY, SOLD OR OTHERWISE TRANSFERREDIF THE COMPANY SO REQUESTS, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE SECURITIES, SUCH OFFER, SALE SHARES THAT HAS NOT BEEN SO REGISTERED (OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHQUALIFIED). THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT COMPANY IS AUTHORIZED TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT ISSUE MORE THAN ONE CLASS OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, STOCK. A COPY OF WHICH MAY THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND SERIES WILL BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUERPROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON WRITTEN REQUEST. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order The Corporation shall be entitled to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "enter stop transfer" instructions to transfer notices on its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations books with respect to the same effect in its own recordsSecurities.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Grantee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, TRANSFER AND A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RESTRICTIONS AND RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon Each certificate representing any certificate(s) evidencing ownership of the Shares together with Securities shall bear substantially the following legends (in addition to any other legends that may be required by the Company or by under applicable state or federal securities laws: ): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") AND ”). THE SECURITIES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ASSIGNED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT ORAND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, IN TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSALTRANSFER AND OTHER RESTRICTIONS, AND A REPURCHASE OPTION HELD THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED TERMS OF A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ISSUER ORIGINAL PURCHASER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY COMPANY (COPIES OF WHICH MAY BE OBTAINED AT FROM THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY). (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) The Purchaser understands acknowledges and agrees that the Company shall cause PIPE Shares will bear a legend substantially similar to the legends legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company or by applicable state or federal securities laws: and the Purchaser. The legend may be removed pursuant to Section 8(a)(iii) and Section 8(a)(iv) as provided above. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED1933, SOLD AS AMENDED, OR OTHERWISE TRANSFERRED, PLEDGED REGISTERED AND/OR HYPOTHECATED UNLESS AND UNTIL REGISTERED QUALIFIED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHANY STATE SECURITIES LAWS. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFERAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, A RIGHT OF FIRST REFUSALAS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A REPURCHASE OPTION HELD BY TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER OR ITS ASSIGNEE(SAN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER) AS SET FORTH IN TO THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH EFFECT THAT SUCH SECURITIES MAY BE OBTAINED AT SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE PRINCIPAL OFFICE SECURITIES ACT OF THE ISSUER. SUCH TRANSFER RESTRICTIONS1933, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESAS AMENDED. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer.Each certificate representing the Securities, and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (except as otherwise permitted by the provisions of this Section 7), shall be stamped or otherwise imprinted with legends in substantially the following form: (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE THIS SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OTHERWISE TRANSFERRED EXCEPT AS OTHERWISE SET FORTH HEREIN AND UNLESS AND UNTIL REGISTERED (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT ORAND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, IN (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY STATING THAT SUCH OFFER, SALE TRANSACTION IS EXEMPT FROM REGISTRATION OR TRANSFER, PLEDGE OR HYPOTHECATION (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESEXEMPT FROM REGISTRATION. (b) Stop-Transfer NoticesAny other legends required by applicable state securities laws. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the The Company need not register a transfer of legended Securities and may issue appropriate "stop transfer" instructions to also instruct its transfer agentagent not to register the transfer of the Securities, if any, and that, if unless the Company transfers its own securities, it may make appropriate notations to conditions specified in each of the same effect in its own recordsforegoing legends are satisfied.

Restrictive Legends. Stop-Transfer Orders; Refusal In order to Transfer. (a) Purchaser understands and agrees that reflect the Company shall cause restrictions on the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership transfer of the Shares together set forth or referred to in this Agreement, the certificates representing Shares shall be endorsed with any other legends that may be required by to the Company or by applicable state or federal securities lawsfollowing effect: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR HYPOTHECATED UNLESS QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE STATE SECURITIES LAWS OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. APPLICABLE EXEMPTIONS THEREFROM.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERMAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE RESTRICTION AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL INITIAL HOLDER OF THE SHARES. THE STOCK RESTRICTION AGREEMENT GRANTS CERTAIN PURCHASE OPTIONS TO THE COMPANY AND IMPOSES RESTRICTIONS ON THE TRANSFER OF THESE SHARES, . A COPY OF WHICH MAY BE OBTAINED THE STOCK RESTRICTION AGREEMENT IS ON DEPOSIT AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL COMPANY AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESWILL BE FURNISHED BY THE COMPANY TO THE REGISTERED HOLDER HEREOF UPON WRITTEN REQUEST. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal In order to Transfer.reflect the restrictions on disposition of the Shares, the stock certificates for the Shares will be endorsed with restrictive legends, including one or more of the following legends: (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED. THE "ACT") AND SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, OFFERED FOR SALE IN THE OPINION ABSENCE OF COUNSEL SATISFACTORY (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (2) A ‘NO ACTION’ LETTER OF THE SEC WITH RESPECT TO THE ISSUER OF THESE SECURITIES, SUCH SALE OR OFFER, OR (3) SATISFACTORY ASSURANCES TO ALPHASMART THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. OFFER.” (b) “ALL OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF THE RESTRICTED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO CERTAIN RESTRICTIONS ON THE SHARES). SUCH AGREEMENT GRANTS A FIRST REFUSAL RIGHT TO ALPHASMART (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, A RIGHT ENCUMBRANCE OR OTHER DISPOSITION OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY ALPHASMART’S SHARES. THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF WHICH MAY BE OBTAINED AT SUCH AGREEMENT TO THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESHOLDER HEREOF WITHOUT CHARGE. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser ▇▇▇▇▇▇▇ understands and agrees that the Company shall may cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares Shares, as applicable, together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“THE "ACT"”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT ORACT, IN OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE OPINION ACT, THE AVAILABILITY OF COUNSEL SATISFACTORY WHICH IS TO BE ESTABLISHED TO THE ISSUER SATISFACTION OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHTHE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) INCLUDING POSSIBLE FORFEITURE AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ISSUER AND SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION INCLUDING POSSIBLE FORFEITURE, ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Subscriber understands and agrees that the Company shall cause will place the legends set forth below or similar legends substantially equivalent thereto, to be placed upon on any stock certificate(s) evidencing ownership of the Shares Common Stock sold and issued hereunder, together with any other legends that may be required by the Company federal or by applicable state or federal securities laws: , the Company’s Articles of Incorporation or Bylaws, or any other agreement affecting the Common Stock (each as may be amended from time to time): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR UNDER THE SECURITIES LAWS OF ANY STATES OF THE UNITED STATES OR ANY OTHER JURISDICTION. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT ORAND APPLICABLE STATE SECURITIES LAWS, IN PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE A W▇▇▇ THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE TO THE EFFECT THAT ANY PROPOSED TRANSFER OR TRANSFER, PLEDGE OR HYPOTHECATION RESALE IS IN COMPLIANCE THEREWITH. WITH THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, SECURITIES ACT AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESANY APPLICABLE STATE SECURITIES LAWS. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) Any share certificate evidencing ownership of the Shares together shall be endorsed with the following legends (in addition to any other legends that may be legend required by the Company or by under applicable state or and federal securities laws: laws or other applicable law): THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT") ”), AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ASSIGNED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT ORCOVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIESCOMPANY, STATING THAT SUCH OFFERSALE, SALE OR TRANSFER, PLEDGE ASSIGNMENT OR HYPOTHECATION IS IN COMPLIANCE THEREWITHEXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STAND-ALONE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARESAWARD AGREEMENT, A COPY COPIES OF WHICH MAY BE OBTAINED ARE ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUERCOMPANY. NO TRANSFER OR PLEDGE OF THE SECURITIES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SUCH TRANSFER RESTRICTIONSAGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, RIGHT ANY HOLDER, TRANSFEREE, OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES THE PROVISIONS OF THESE SHARESSUCH AGREEMENT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Each Purchaser understands and agrees acknowledges that the Company shall cause Securities (including any common stock of the legends set forth below or legends substantially equivalent theretoIssuer into which the Securities may be converted) were and will be issued pursuant to exemptions from registration under the Securities Act, and are also deemed to be placed upon any certificate(s) evidencing ownership “control securities”, and shall each bear legends stating that transfer of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsthose Securities is restricted, substantially as follows: THIS SECURITY AND THE SECURITIES REPRESENTED HEREBY HAVE ISSUABLE UPON CONVERSION/EXERCISE OF THIS SECURITY WERE OFFERED TO INVESTORS WHO ARE NOT BEEN REGISTERED U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT"”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION/EXERCISE OF THIS SECURITY IS PROHIBITED, EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION, INCLUDING, BUT NOT LIMITED TO, SECTION 4(A)(7) OR REGULATION D, EACH PROMULGATED UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED CONDUCTED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. WITH THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal All certificates representing the Founders’ Securities purchased by the Buyers hereunder shall have endorsed thereon legends in substantially the following forms (in addition to Transfer.any other legend which may be required by other agreements between the parties hereto): (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED. THE "ACT") AND SECURITIES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERREDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITH. NOT REQUIRED.” (b) “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THAT CERTAIN RESTRICTIONS ON TRANSFERAMENDED AND RESTATED SECURITIES ASSIGNMENT AGREEMENT DATED AS OF ________, A RIGHT OF FIRST REFUSAL2008, THAT CERTAIN AMENDED AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK RESTATED SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER DATED AS OF ________, 2008 AND THE ORIGINAL HOLDER THAT CERTAIN WARRANT AGREEMENT DATED AS OF THESE SHARES________, A COPY 2008, COPIES OF WHICH MAY BE OBTAINED ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OFFICES OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY.” (bc) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue Any legend required by appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsblue sky officials.

Restrictive Legends. Stop-Transfer Orders; Refusal In order to Transfer.reflect the restrictions imposed by this Agreement upon the disposition of the Acquired Shares, the stock certificates for the Acquired Shares shall be endorsed with restrictive legends, including one or more of the following legends: (ai) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933. THE "ACT") AND SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, OFFERED FOR SALE IN THE OPINION ABSENCE OF: (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT; (B) A `NO ACTION' LETTER OF COUNSEL THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER; OR (C) SATISFACTORY ASSURANCES TO THE ISSUER OF THESE SECURITIES, CORPORATION THAT REGISTRATION UNDER SUCH OFFER, ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. OFFER." (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERMAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE ISSUANCE AGREEMENT BETWEEN THE ISSUER CORPORATION AND THE ORIGINAL REGISTERED HOLDER OF THESE THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS TO THE CORPORATION (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES. A COPY OF WHICH MAY BE OBTAINED SUCH AGREEMENT IS MAINTAINED AT THE CORPORATION'S PRINCIPAL OFFICE CORPORATE OFFICES. ANY TRANSFER IN VIOLATION OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL SAID AGREEMENT IS NULL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESVOID. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal Certificates for all Shares now or hereafter issued to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required held by the Company or by applicable state or federal securities lawsShareholders shall be marked conspicuously with the following legends: THE SECURITIES SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF OR ENCUMBRANCE UPON THE SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE TERMS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER , 2004. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE IN THE CORPORATE OFFICE OF DATREK ACQUISITION, INC. AND CAN BE INSPECTED UPON WRITTEN REQUEST. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE "ACT") AND SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD SOLD, DELIVERED AFTER SALE, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (WHICH THE COMPANY MAY REQUIRE TO BE EVIDENCED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESNOT REQUIRED). (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal Each certificate representing Securities ------------------- (including the Securities originally issued hereunder or delivered upon conversion of the Series D Preferred Stock, or delivered in substitution or exchange for any of the foregoing) will bear a legend reading substantially as follows until such Securities have been sold pursuant to Transfer. (a) Purchaser understands an effective registration statement under the Securities Act, Rule 144 under the Securities Act, or an opinion of counsel reasonably satisfactory in form and agrees that substance to the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together and otherwise in full compliance with any other legends that may be required by applicable restrictions on transfer, including those contained in this Agreement and the Company or by applicable state or federal securities lawsStockholders Agreement: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "'ACT") AND '), OR UNDER ANY STATE SECURITIES OR 'BLUE SKY' LAWS. SAID SECURITIES MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDDISPOSED OF, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT RULES AND REGULATIONS THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR 'BLUE SKY' LAWS OR EXEMPTED THEREFROM UNDER THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL ACT AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESALL APPLICABLE STATE SECURITIES OR 'BLUE SKY' LAWS. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal The certificates evidencing the Parent Stock to Transfer. (a) Purchaser understands and agrees that be received by the Company shall cause Stockholders hereunder will bear legends substantially in the legends form set forth below or legends substantially equivalent thereto, and containing such other information as the Parent may deem appropriate. References in such legend to be placed upon any certificate(s) evidencing ownership of "THE COMPANY" shall refer to the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: Parent. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE 1933 ACT ORAND ANY STATE SECURITIES OR BLUE SKY LAWS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIESCOMPANY, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITHNOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHERMORE SUBJECT TO THE LOCK-UP PROVISIONS CONTAINED IN SECTION 8 OF THAT CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT AGREEMENT AND PLAN OF FIRST REFUSAL, MERGER AND A REPURCHASE OPTION HELD BY REORGANIZATION WITH THE ISSUER OR ITS ASSIGNEE(S) COMPANY DATED AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES_____________, A COPY OF WHICH MAY BE OBTAINED AT BY CONTACTING THE PRINCIPAL OFFICE SECRETARY OF THE ISSUER. SUCH TRANSFER RESTRICTIONSCOMPANY In addition, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESsuch certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that Each certificate evidencing the Company Equity Securities shall cause bear a legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER DATED AS OF THESE SHARESDECEMBER 22, A COPY 2008, COPIES OF WHICH MAY BE OBTAINED ARE ON FILE AT THE PRINCIPAL OFFICE OF AMEN PROPERTIES, INC. AND WILL BE FURNISHED TO THE ISSUERHOLDER ON REQUEST TO THE SECRETARY OF AMEN PROPERTIES, INC. SUCH TRANSFER RESTRICTIONSAGREEMENT PROVIDES, RIGHT AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, OR OTHER DISPOSITION OF FIRST REFUSAL THE SECURITIES EVIDENCED BY THIS CERTIFICATE." In addition, unless counsel to Buyer shall have advised Buyer that such legend is no longer needed, each certificate evidencing the Equity Securities shall bear a legend in substantially the following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND REPURCHASE OPTION SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE BINDING ON TRANSFEREES REGISTERED AND QUALIFIED IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAWS, OR IN THE OPINION OF THESE SHARESCOUNSEL REASONABLY SATISFACTORY TO AMEN PROPERTIES, INC. SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that Unless counsel otherwise advises, all certificates representing the Company Shares shall cause the legends set forth below or have endorsed thereon legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsas follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OROR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE OPINION STATES OR OTHER JURISDICTIONS, AND IN THE CASE OF COUNSEL A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY AND TRANSFER AGENT FOR SUCH SECURITIES HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. SECURITIES ACT.” “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERA SHARE ESCROW AGREEMENT AND MAY NOT BE OFFERED, A RIGHT OF FIRST REFUSALSOLD, AND A REPURCHASE OPTION HELD BY TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE TERM OF THE ISSUER. SUCH TRANSFER RESTRICTIONSSHARE ESCROW AGREEMENT, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESEXCEPT IN ACCORDANCE WITH THE TERMS THEREOF. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Subscriber understands and agrees that the Company shall cause will place the legends set forth below or similar legends substantially equivalent thereto, to be placed upon on any stock certificate(s) evidencing ownership of the Shares Common Stock sold and issued hereunder, together with any other legends that may be required by the Company federal or by applicable state or federal securities laws: , the Company’s Articles of Incorporation or Bylaws, or any other agreement affecting the Common Stock (each as may be amended from time to time): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR UNDER THE SECURITIES LAWS OF ANY STATES OF THE UNITED STATES OR ANY OTHER JURISDICTION. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT ORAND APPLICABLE STATE SECURITIES LAWS, IN PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE TO THE EFFECT THAT ANY PROPOSED TRANSFER OR TRANSFER, PLEDGE OR HYPOTHECATION RESALE IS IN COMPLIANCE THEREWITH. WITH THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, SECURITIES ACT AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESANY APPLICABLE STATE SECURITIES LAWS. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that All certificates representing the Company PubCo Forward Purchase Securities shall cause the legends set forth below or have endorsed thereon legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsas follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE "ACT") AND SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND UNTIL REGISTERED UNDER THE ACT ORSUCH LAWS WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO FOR PUBCO, IS AVAILABLE.” All certificates representing the PubCo Forward Purchase Securities shall have endorsed thereon legends substantially as follows: “THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERA LOCKUP AND MAY NOT BE OFFERED, A RIGHT OF FIRST REFUSALSOLD, AND A REPURCHASE OPTION HELD BY TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE TERM OF THE ISSUER. SUCH TRANSFER RESTRICTIONSLOCKUP EXCEPT PURSUANT TO ITS TERMS.” Subject to applicable requirements of the Securities Act and the interpretations of the Commission thereunder and any requirements of PubCo’s transfer agent, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. PubCo shall ensure that instruments, whether certificated or uncertificated, evidencing the PubCo Forward Purchase Securities shall not contain any legend (bincluding the legend set forth in this Section 7.3), (i) Stop-Transfer Notices. Purchaser agrees thatfollowing any sale of such PubCo Forward Purchase Securities pursuant to Rule 144, or (ii) if such PubCo Forward Purchase Securities are eligible for sale under Rule 144 without the requirement for PubCo to be in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, current public information required under Rule 144 and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordswithout volume or manner-of-sale restrictions.

Restrictive Legends. Stop-Transfer Orders; The Company may place restrictive legends on the certificate or certificates representing the shares issued upon exercise of this option referring the Right of First Refusal to Transfer. (a) Purchaser understands set forth in Section 9 of this Agreement and agrees that any restrictions on transfer under federal and applicable state securities laws. Upon the request of the Company, you shall promptly provide the Company shall cause with any and all certificates representing shares acquired upon exercise of this option in order to allow the Company to attach applicable legends. Unless the Company determines otherwise, the legends set forth below or legends substantially equivalent thereto, to which may be placed upon any certificate(s) evidencing ownership of on the Shares together with any other legends that certificate or certificates representing the shares may be required by include, but are not limited to, the Company or by applicable state or federal securities laws: following: a. THE SECURITIES REPRESENTED HEREBY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") AND ). THESE SHARES MAY NOT BE OFFEREDSOLD, SOLD HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED, PLEDGED TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL COMPANY RECEIVES EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE ISSUER SALE, HYPOTHECATION, ASSIGNMENT OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE ACT. b. THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY REFUSAL IN FAVOR OF THE ISSUER CORPORATION OR ITS ASSIGNEE(S) AS SET FORTH ASSIGNEES. THE TERMS OF THE RIGHT OF FIRST REFUSAL ARE CONTAINED IN THE RESTRICTED STOCK PURCHASE AN AGREEMENT BETWEEN THE ISSUER CORPORATION AND THE ORIGINAL REGISTERED HOLDER OF THESE THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT REVIEWED UPON WRITTEN REQUEST MADE TO THE PRINCIPAL OFFICE SECRETARY OF THE ISSUERCORPORATION. SUCH ANY TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES THE SHARES IN VIOLATION OF THESE SHARESTHIS AGREEMENT SHALL BE VOID. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that Any certificates representing the Company Shares shall cause the legends set forth below or have endorsed thereon legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsas follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER SUCH ACT AND THE "ACT"TRANSACTION IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN A LETTER AGREEMENT WITH THE COMPANY (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE) AND MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, DISPOSED OF IN THE OPINION VIOLATION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees The Top Favour Shareholder acknowledges that the Company certificate(s) representing the Top Favour Shareholder’s pro rata portion of the Ableauctions Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership either of the Shares together with any other legends that may be required by two following forms, corresponding to the Company or by applicable state or federal securities lawsshareholder’s status as set forth in Section 3.4 and the signature pages hereto: REGULATION D LEGEND: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT ORSECURITIES ACT, IN PURSUANT TO REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY SECURITIES ACT, OR PURSUANT TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Creditor understands and agrees that the Company shall Parent will cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares Exchange Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") AND ”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERREDDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE ACT ORSECURITIES ACT, IN OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY THE SECURITIES ACT, SUBJECT TO THE ISSUER OF THESE SECURITIES, ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFERTRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE DELIVERY OF AN OPINION OF COUNSEL AND/OR, PLEDGE CERTIFICATION AND/OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT OTHER INFORMATION REASONABLY SATISFACTORY TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership All certificates for shares of the Shares together with Stock shall bear the following legends, in addition to any other legends that may be required by the Company or by applicable state or federal securities lawslaw and securities commissioners: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT") ”), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFEREDTRANSFERRED, SOLD OR OTHERWISE TRANSFERREDSOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF A REGISTRATION STATEMENT EFFECT WITH RESPECT TO THESE SECURITIES UNDER THE ACT OR, IN THE OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE COMPANY THAT ANY PROPOSED TRANSFER OR TRANSFER, PLEDGE OR HYPOTHECATION RESALE IS IN COMPLIANCE THEREWITH. WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER THE LIMITED OFFERING EXEMPTION PROVIDED BY SECTION 25102(f) OF THE CALIFORNIA CORPORATIONS CODE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, COMPANY’S RIGHT OF FIRST REFUSAL AND REPURCHASE A ONE HUNDRED EIGHTY (180) DAY LOCK-UP RESTRICTION PROVIDED IN THE COMPANY’S INCENTIVE/NON-STATUTORY STOCK OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESAGREEMENT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands The stock certificates for the Purchased Shares shall be endorsed with the following legends and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to will also be placed upon any certificate(s) evidencing ownership of the Shares together endorsed with any other legends that may be required by provided for in any other relevant agreements between the Company or by applicable state or federal securities lawsand Optionee: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED. THE "ACT") AND SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, OFFERED FOR SALE IN THE OPINION ABSENCE OF COUNSEL (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (B) A ‘NO ACTION’ LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER OR (C) SATISFACTORY ASSURANCES TO THE ISSUER OF THESE SECURITIES, COMPANY THAT REGISTRATION UNDER SUCH OFFER, ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. OFFER.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERREPURCHASE RIGHTS GRANTED TO THE COMPANY AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE WRITTEN AGREEMENT DATED _____________ BETWEEN THE ISSUER COMPANY AND THE ORIGINAL REGISTERED HOLDER OF THESE THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES, ). A COPY OF WHICH MAY BE OBTAINED SUCH AGREEMENT IS MAINTAINED AT THE COMPANY’S PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCORPORATE OFFICES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Shareholder understands and agrees that the Company shall cause the legends set forth below below, or legends substantially equivalent theretolegends, to be placed upon any certificate(s) evidencing ownership of the Shares Holdco Shares, together with any other legends that may be required by the Company or by applicable federal or state or federal securities laws: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR THE "ACT") SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ACT OR, IN THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIESCORPORATION AND ITS COUNSEL, THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITH. NOT REQUIRED.” “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND OTHER AGREEMENTS CONTAINED IN A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER CORPORATION AND THE ORIGINAL HOLDER OF THESE SHARES, . A COPY OF WHICH MAY THE RESTRICTED STOCK PURCHASE AGREEMENT AND ALL APPLICABLE AMENDMENTS THERETO WILL BE OBTAINED FURNISHED BY THE COMPANY TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT THE ITS PRINCIPAL OFFICE PLACE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESBUSINESS OR REGISTERED OFFICE. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees Each Priveco Stockholder acknowledges that the Company certificate(s) representing such Priveco Stockholder’s pro rata portion of the Exchange Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent theretothe following form, corresponding to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by stockholder’s status as set forth in Section 3.4 and the Company or by applicable state or federal securities lawssignature pages hereto: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") ”), AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT ORSECURITIES ACT, IN PURSUANT TO REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY SECURITIES ACT, OR PURSUANT TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal All certificates representing the Founders’ Securities and the Sponsors’ Warrants purchased by the Buyers hereunder shall have endorsed thereon legends in substantially the following forms (in addition to Transfer.any other legend which may be required by other agreements between the parties hereto): (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED. THE "ACT") AND SECURITIES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERREDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITH. NOT REQUIRED.” (b) “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THAT CERTAIN RESTRICTIONS ON TRANSFERAMENDED AND RESTATED SECURITIES ASSIGNMENT AGREEMENT DATED AS OF ________, A RIGHT OF FIRST REFUSAL2008, THAT CERTAIN AMENDED AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK RESTATED SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER DATED AS OF ________, 2008 AND THE ORIGINAL HOLDER THAT CERTAIN WARRANT AGREEMENT DATED AS OF THESE SHARES________, A COPY 2008, COPIES OF WHICH MAY BE OBTAINED ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OFFICES OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY.” (bc) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue Any legend required by appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsblue sky officials.

Restrictive Legends. Stop-Transfer Orders; Refusal Except as otherwise permitted by this Section 4(a), each Series G Stock certificate (or Common Stock certificate issued on conversion thereof) issued pursuant to Transfer. (a) Purchaser understands and agrees that this Agreement shall be stamped or otherwise imprinted with a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR PURSUANT TO THE SECURITIES OR "ACT") AND BLUE SKY" LAWS OF ANY STATE, SUCH SECURITIES MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDASSIGNED, PLEDGED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR HYPOTHECATED UNLESS AND UNTIL REGISTERED RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE ACT ORCORPORATION, IN THE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE IS FURNISHED TO THE ISSUER CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESE SECURITIESSUCH ACT IS AVAILABLE. Whenever the legend requirement imposed by this Section 4(a) shall terminate, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to hereinas hereinabove provided, the Company may issue appropriate "stop transfer" instructions respective holders of Series G Stock for which such legend requirements have terminated shall be entitled to its transfer agentreceive from the Corporation, if anyat the Corporation's expense, and thatnew Series G Stock (or Common Stock) certificates, if the Company transfers its own securitiesas applicable, it may make appropriate notations to the same effect in its own recordswithout such legend.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Lender understands and agrees that the Company shall Parent will cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares Exchange Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") AND ”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERREDDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE ACT ORSECURITIES ACT, IN OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY THE SECURITIES ACT, SUBJECT TO THE ISSUER OF THESE SECURITIES, ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFERTRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE DELIVERY OF AN OPINION OF COUNSEL AND/OR, PLEDGE CERTIFICATION AND/OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT OTHER INFORMATION REASONABLY SATISFACTORY TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal (a) Each warrant issued in substitution for all or part of this Warrant shall be stamped or otherwise imprinted with a legend appropriately referring to Transferthe foregoing restriction on transfer of the Warrants. (ab) Purchaser understands Except as otherwise permitted by this Section 2.2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and agrees that each stock certificate issued upon the Company direct or indirect transfer of any such Warrant Shares shall cause be stamped or otherwise imprinted with a legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE "ACT") AND SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND UNTIL REGISTERED UNDER THE ACT ORSUCH LAWS THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIESCOUNSEL FOR THIS CORPORATION, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESAVAILABLE. (bc) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with Notwithstanding the restrictions referred to hereinforegoing, the Company Warrantholder may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if require the Company transfers its own securities, it may make to issue a stock certificate for Warrant Shares without such legend if such Warrant Shares have been registered for resale under the Securities Act or the removal of such legend is otherwise appropriate notations to under that Act and the same effect in its own recordsrules and regulations thereunder.

Restrictive Legends. Stop-Transfer Orders; Refusal The share certificate evidencing the Covered Shares issued hereunder shall be endorsed with the following legends (in addition to Transfer.any legend required under applicable U.S. federal, state securities laws and under any other Applicable Law): (a) Purchaser understands and agrees that On the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership face of the Shares together with any other legends that may be required by certificate: “TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH THE CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE” (b) On the Company or by applicable state or federal securities lawsreverse of the certificate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. “THE SHARES REPRESENTED OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN RESTRICTIONS ON TRANSFER▇▇▇▇▇▇ RESOURCES, A RIGHT OF FIRST REFUSALINC. 2016 EQUITY INCENTIVE PLAN AND THAT CERTAIN STOCKHOLDERS AGREEMENT ENTERED INTO BY AND AMONG ▇▇▇▇▇▇ RESOURCES, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER INC. AND THE ORIGINAL HOLDER OF THESE SHARESSTOCKHOLDERS LISTED THEREIN, A COPY OF EACH WHICH MAY BE OBTAINED IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUERCOMPANY IN . SUCH NO TRANSFER RESTRICTIONSOR PLEDGE OF THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID PLAN AND SAID STOCKHOLDERS AGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, RIGHT ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF FIRST REFUSAL THE PROVISIONS OF SAID PLAN AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSAID STOCKHOLDERS AGREEMENT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands Each certificate representing (i) the Shares and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon (ii) any certificate(s) evidencing ownership other securities issued in respect of the Shares together with upon any other legends that may be required stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the Company provisions of Section 1.4 below) be stamped or by otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state or federal securities laws: ): THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND 1933, AS AMENDED. SUCH SHARES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERREDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR UNLESS THE SALE IS OTHERWISE EXEMPT FROM REGISTRATION. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SATISFACTORY ARE ACCEPTABLE TO THE ISSUER OF THESE SECURITIESCOMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH ANY SUCH OFFER, SALE SALE. THIS CERTIFICATE MUST BE SURRENDERED TO THE CORPORATION OR TRANSFERITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR HYPOTHECATION IS OTHER TRANSFER OF ANY INTEREST IN COMPLIANCE THEREWITH. ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCERTIFICATE. (b) Stop-Transfer Notices. Purchaser agrees that, Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to ensure compliance with implement the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its on transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect established in its own recordsthis Section 1.

Restrictive Legends. Stop-Transfer Orders; Refusal (a) The certificates representing the Shares subject to Transferthe terms of this Agreement shall bear substantially the following legend: THE TRANSFER, ASSIGNMENT, SALE, ENCUMBRANCE, PLEDGE OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A STOCK RESTRICTION AND REPURCHASE AGREEMENT DATED AS OF , 20 , BETWEEN THE COMPANY AND THE PARTICIPANT, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY. BY ACCEPTING THIS CERTIFICATE, ANY TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF SUCH AGREEMENT. (ab) Purchaser understands Stock certificates evidencing Shares acquired pursuant to an unregistered transaction to which the Securities Act applies shall bear a restrictive legend substantially in the following form and agrees that such other restrictive legends as are required or deemed advisable under the Company shall cause Plan or the legends set forth below or legends substantially equivalent thereto, to be placed upon provisions of any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawslaw: THE THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT LAWS OF 1933 (THE "ACT") AND ANY STATE OR COUNTRY. THEY MAY NOT BE OFFEREDTRANSFERRED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OFFERED FOR SALE UNLESS A REGISTRATION STATEMENT UNDER SUCH SECURITIES LAWS IS IN EFFECT AS TO SUCH TRANSFER OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO FOR THE ISSUER OF THESE SECURITIES, COMPANY EITHER SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS UNNECESSARY IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ORDER FOR SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESTO COMPLY WITH SUCH SECURITIES LAWS OR THE REGISTRATION PROVISIONS THEREOF DO NOT APPLY TO SUCH PROPOSED TRANSFER. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal In order to Transfer.reflect the restrictions on disposition of the Purchased Shares, the stock certificates for the Purchased Shares will be endorsed with restrictive legends, including the following legends: (ai) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ISSUER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, IT STATING THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION TRANSFER IS IN COMPLIANCE THEREWITH. EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT." (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERTHE TERMS AND CONDITIONS OF AN INVESTOR'S RIGHTS AGREEMENT AMONG THE ISSUER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF THE SECURITIES EVIDENCED HEREBY (OR SUCH HOLDER'S PREDECESSOR IN INTEREST) AND CERTAIN OTHER SHAREHOLDERS WHICH MAY BE OBTAINED AT RESTRICT THE PRINCIPAL OFFICE DISPOSITION OF SUCH SHARES FOLLOWING A PUBLIC OFFERING OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY'S SECURITIES." (biii) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsAny legends required by state securities laws.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon Each certificate representing any certificate(s) evidencing ownership of the Shares together with ------------------- Securities shall bear substantially the following legends (in addition to any other legends that may be required by the Company or by under applicable state or federal securities laws): In the Case of All Securities: ----------------------------- THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") AND ). THE SECURITIES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ASSIGNED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE 1933 ACT ORAND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, IN TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSALTRANSFER AND OTHER RESTRICTIONS, AND A REPURCHASE OPTION HELD THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ISSUER ORIGINAL PURCHASER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY COMPANY (COPIES OF WHICH MAY BE OBTAINED AT FROM THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY) . (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. It is understood that each certificate representing (ai) Purchaser understands the Shares, (ii) the Conversion Shares, and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon (iii) any certificate(s) evidencing ownership other securities issued in respect of the Shares together upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for the Company) shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any other legends legend that may now or hereafter be required by the Company applicable federal or by applicable state or federal securities laws: law): "THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, THE AVAILABILITY OF CERTAIN EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH SECURITIES THAT SUCH OFFER, SALE OR SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE THEREWITH. WITH THE SECURITIES ACT OF 1933, AS AMENDED." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER THAT CERTAIN RESTATED INVESTORS' RIGHTS AGREEMENT, AS AMENDED, AND THE ORIGINAL HOLDER OF THESE SHARESTHAT CERTAIN AMENDED AND RESTATED VOTING AGREEMENT, A COPY AS AMENDED, COPIES OF WHICH MAY BE OBTAINED BY THE HOLDER, UPON REQUEST AND WITHOUT CHARGE, AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCORPORATION. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Grantee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: (a) Securities Law Restrictions: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. . (b) Option Agreement Restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION TRANSFER HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. (bc) Stop-Transfer NoticesRemoval of Legend. Purchaser agrees thatWhen all of the following events have occurred, in order the Shares then held by Grantee will no longer be subject to ensure compliance with the restrictions legend referred to herein, in Section 7(b): (i) the Company may issue appropriate "stop transfer" instructions expiration or termination of the Lock-up Agreement of Section 14 of the Option Agreement (and of any agreement entered pursuant to its transfer agent, if anySection 14). After such time, and thatupon ▇▇▇▇▇▇▇'s request, if a new certificate or certificates representing the Company transfers its own securitiesShares not repurchased shall be issued without the legend referred to in Section 7(b), it may make appropriate notations and delivered to the same effect in its own recordsGrantee.

Restrictive Legends. Stop-Transfer Orders; Refusal Each certificate representing ------------------- Securities (including Securities originally issued hereunder or delivered upon conversion of the Preferred Stock, or delivered in substitution or exchange for any of the foregoing) will bear a legend reading substantially as follows until such Securities have been sold pursuant to Transfer. (a) Purchaser understands an effective registration statement under the Securities Act, Rule 144 under the Securities Act, or an opinion of counsel reasonably satisfactory in form and agrees that substance to the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together and otherwise in full compliance with any other legends that may be required by applicable restrictions on transfer, including those contained in this Agreement and the Company or by applicable state or federal securities lawsStockholders= Agreement: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") AND ), OR UNDER ANY STATE SECURITIES OR `BLUE SKY' LAWS. SAID SECURITIES MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDDISPOSED OF, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT RULES AND REGULATIONS THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR `BLUE SKY' LAWS OR EXEMPTED THEREFROM UNDER THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL ACT AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESALL APPLICABLE STATE SECURITIES OR `BLUE SKY' LAWS. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer OrdersOptionee hereby acknowledges that federal securities laws and the securities laws of the state in which Optionee resides or is employed may require the placement of certain restrictive legends upon the Shares issued upon exercise of the Option, and Optionee hereby consents to the placing of any such legends upon certificates evidencing the Shares as the Company, or its counsel, may reasonably deem necessary; Refusal to Transfer. (a) Purchaser understands provided, however, that any such legend shall be removed when no longer applicable. Any and agrees that all certificates now or hereafter issued evidencing the Company Shares shall cause the legends set forth below or have endorsed upon them legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsas follows: THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITHNOT REQUIRED. THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THAT CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, OPTION AGREEMENT BY AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER RIVER HOLDING CORP. AND THE ORIGINAL HOLDER OF THESE SHARESPURCHASER HEREOF, A COPY OF WHICH MAY BE OBTAINED AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE EXECUTIVE OFFICES OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon Each certificate representing any certificate(s) evidencing ownership of the Shares together with Securities shall bear substantially the following legend (in addition to any other legends that may be required by the Company or by under applicable state or federal securities laws). In the Case of All Securities: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") AND ). THE SECURITIES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ASSIGNED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT ORAND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, IN TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSALTRANSFER AND OTHER RESTRICTIONS, AND A REPURCHASE OPTION HELD THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ISSUER ORIGINAL PURCHASER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY COMPANY (COPIES OF WHICH MAY BE OBTAINED AT FROM THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.COMPANY)

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands that each of the stock certificates representing shares of Common Stock issued pursuant to this Agreement shall bear a restrictive legend in substantially the following form (and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to a stop-transfer order may be placed upon any certificate(sagainst transfer of such stock certificates) evidencing ownership until the shares of Common stock evidenced by such certificate (i) have been sold pursuant to a prospectus constituting part of the Shares together with any other legends that may be required by Shelf Registration or pursuant to Rule 144 under the Company Securities Act; or by applicable state or federal securities laws: (ii) are eligible for sale pursuant to Rule 144(k) under the Securities Act. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE "ACT") SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OROF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN THE OPINION OF COUNSEL SATISFACTORY A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO THE ISSUER OF THESE SECURITIESRULE 144 UNDER SAID ACT. If such Purchaser desires to sell or otherwise dispose of all or any part of the Common Stock owned by it under an exemption from registration under the Securities Act, SUCH OFFERand if requested by the Company, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. such Purchaser agrees that, in order shall deliver to ensure compliance with the restrictions referred to herein, the Company an opinion of counsel, which may issue appropriate "stop transfer" instructions to its transfer agentbe counsel for the Company, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsthat such exemption is available.

Restrictive Legends. Stop-Transfer Orders; Refusal The certificates evidencing the Parent Stock to Transfer. (a) Purchaser understands and agrees that be received by the Company shall cause Stockholder hereunder will bear legends substantially in the legends form set forth below or legends substantially equivalent thereto, and containing such other information as the Parent may deem appropriate. References in such legend to be placed upon any certificate(s) evidencing ownership of "THE COMPANY" shall refer to the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: Parent. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE 1933 ACT ORAND ANY STATE SECURITIES OR BLUE SKY LAWS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIESCOMPANY, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITHNOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHERMORE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT LOCK-UP AGREEMENT WITH THE COMPANY DATED AS OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES_____________, A COPY OF WHICH MAY BE OBTAINED AT BY CONTACTING THE PRINCIPAL OFFICE SECRETARY OF THE ISSUER. SUCH TRANSFER RESTRICTIONSCOMPANY In addition, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESsuch certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. i. The Warrant Shares issuable upon exercise of this Warrant (aunless registered under the Securities Act of 1933, as amended (the “Securities Act”)) Purchaser understands and agrees that shall be stamped or imprinted with legends in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND THE OFFER AND SALE OF SUCH SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT") AND ”), OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERREDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIESCOMPANY AND ITS COUNSEL THAT SUCH SALE, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHEXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY AGREEMENT COVERING THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUERNO COST BY WRITTEN ii. SUCH TRANSFER RESTRICTIONSThe Company need not register a transfer of Warrant Shares bearing the restrictive legends set forth in this Section 4, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Noticesunless the conditions specified in such legends are satisfied. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the The Company may issue appropriate "stop transfer" instructions to also instruct its transfer agentagent not to register the transfer of the Warrant Shares, if any, and that, if unless all of the Company transfers its own securities, it may make appropriate notations to conditions specified in the same effect legends set forth in its own recordsthis Section 4 are satisfied.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees The Top Favour Shareholder acknowledges that the Company certificate(s) representing the Top Favour Shareholder’s pro rata portion of the Ableauctions Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership either of the Shares together with any other legends that may be required by two following forms, corresponding to the Company or by applicable state or federal securities lawsshareholder’s status as set forth in Section 3.4 and the signature pages hereto: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT ORSECURITIES ACT, IN PURSUANT TO REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY SECURITIES ACT, OR PURSUANT TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (ai) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required Each certificate for Equity Securities (unless otherwise permitted by the Company or by applicable state or federal securities lawsprovisions of Section 13(a)(ii)) shall include a legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") AND 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, TRANSFERRED IN THE OPINION ABSENCE OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE REGISTRATION OR TRANSFER, PLEDGE AN EXEMPTION THEREFROM UNDER SAID ACT OR HYPOTHECATION IS IN COMPLIANCE THEREWITHLAWS. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN A SHAREHOLDERS AGREEMENT DATED AS OF AUGUST 17, 2007 BY AND AMONG NCL CORPORATION LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, . A COPY OF WHICH MAY SUCH AGREEMENT WILL BE OBTAINED AT FURNISHED WITHOUT CHARGE BY THE PRINCIPAL OFFICE OF COMPANY TO THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESHOLDER HEREOF UPON WRITTEN REQUEST.” (bii) Stop-Transfer Notices. Purchaser agrees thatSubject to Section 13(b), in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations any holder of Equity Securities that are registered pursuant to the same effect Securities Act and qualified under applicable state securities laws may exchange any certificate or other evidence of ownership of such Equity Securities for a certificate or other evidence of ownership with respect to the Equity Securities so registered that shall not bear the legend set forth in its own recordsclause (i) of this Section 13(a).

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees Each BVI Shareholder acknowledges that the Company certificate(s) representing such BVI Shareholder’s pro rata portion of the Pubco Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent theretothe following form, corresponding to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by stockholder’s status as set forth in Section 3.4 and the Company or by applicable state or federal securities lawssignature pages hereto: REGULATION D LEGEND: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") ”), AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT ORSECURITIES ACT, IN PURSUANT TO REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY SECURITIES ACT, OR PURSUANT TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees The P▇▇▇ ▇▇▇▇▇ Shareholder acknowledges that the Company certificate(s) representing the P▇▇▇ ▇▇▇▇▇ Shareholder’s pro rata portion of the Sino Charter Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent theretothe following form, corresponding to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by stockholder’s status as set forth in Section 3.4 and the Company or by applicable state or federal securities lawssignature pages hereto: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT ORSECURITIES ACT, IN PURSUANT TO REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY SECURITIES ACT, OR PURSUANT TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that Optionee hereby acknowledges that, in the event ------------------- the Company shall cause is unable to register the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership issuance of the Shares together with any other legends that may be required by upon the Company or by applicable state or exercise of the Options, federal securities lawslaws and 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 the placing of any such 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 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 substantially as follows: THE "THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") ), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THESE SECURITIES, NOR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT ORAND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, IN THE OPINION OF COUNSEL SATISFACTORY SUCH EXEMPTION TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESREASONABLY REQUEST. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that The book entry representing the Company Parent Shares acquired by Seller hereunder shall cause bear the following legends set forth below or until such legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership are no longer required under applicable provisions of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsSecurities Act: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR, IN OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY TO SECURITIES ACT OR SUCH LAWS WHICH IS AVAILABLE.” “THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, TRANSFER PURSUANT TO THE PROVISIONS OF A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE REGISTRATION RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARESSECURITIES, AS SUCH AGREEMENT MAY BE AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH THE REGISTRATION RIGHTS AGREEMENT MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF FROM THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES TO THE EXTENT PROVIDED THEREIN AND ANY TRANSFER IN VIOLATION OF THE REGISTRATION RIGHTS AGREEMENT IS VOID AND OF NO EFFECT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees The Tonix Shareholder acknowledges that the Company certificate(s) representing the Tonix Shareholder’s pro rata portion of the Pubco Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent theretothe following form, corresponding to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by stockholder’s status as set forth in Section 3.4 and the Company or by applicable state or federal securities lawssignature pages hereto: REGULATION D LEGEND: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT ORSECURITIES ACT, IN PURSUANT TO REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY SECURITIES ACT, OR PURSUANT TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands The Stockholder and the Seller agrees that the Company shall cause certificates representing the legends set forth below or legends substantially equivalent theretoPurchaser Common Stock received as Acquisition Consideration hereunder may have appropriate orders restricting transfer placed against them on the records of the transfer agent, to be and may have placed upon any certificate(s) evidencing ownership of them the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing legend: "THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WERE ACQUIRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER ANY STATE SECURITIES LAW, BUT PURSUANT TO EXEMPTIONS FROM SAID REGISTRATION. THESE SHARES ARE SUBJECT TO A RESTRICTED STOCK AGREEMENT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 12, 1998, AS AMENDED. THESE SHARES MAY NOT BE OFFERED, SOLD SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, TRANSFERRED IN THE OPINION ABSENCE OF COUNSEL SATISFACTORY SAID REGISTRATION, OR THE AVAILABILITY OF EXEMPTIONS THEREFROM. FURTHERMORE, NO OFFER, SALE, PLEDGE, HYPOTHECATION OR TRANSFER SHALL TAKE PLACE WITHOUT SUBMITTING TO THE ISSUER COMPANY EVIDENCE REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION DOES NOT VIOLATE THE RESTRICTIONS SET FORTH HEREIN. THE COMPANY'S TRANSFER AGENT HAS BEEN INSTRUCTED TO EFFECT TRANSFERS OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS SHARES ONLY IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(SACCORDANCE WITH THESE RESTRICTIONS." The Stockholder and the Seller agree not to attempt to transfer shares of Purchaser Common Stock without first complying with (i) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESthe substance of the foregoing legend and (ii) the terms of the Restricted Stock Agreement. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Lender understands and agrees that the Company shall will cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares Exchange Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") AND ”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERREDDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE ACT ORSECURITIES ACT, IN OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY THE SECURITIES ACT, SUBJECT TO THE ISSUER OF THESE SECURITIES, ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFERTRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE DELIVERY OF AN OPINION OF COUNSEL AND/OR, PLEDGE CERTIFICATION AND/OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT OTHER INFORMATION REASONABLY SATISFACTORY TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Grantee understands and agrees that the Company shall may, in its discretion, cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsApplicable Law: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE PERFORMANCE-VESTING RESTRICTED STOCK PURCHASE UNIT AWARD AGREEMENT, ANY STOCKHOLDER’S AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RESTRICTIONS AND RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) The Standby Purchaser understands and agrees that the Company shall cause Shares will bear a legend substantially similar to the legends legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company or by applicable state or federal securities laws: and any of the Standby Purchaser. The legend may be removed pursuant to Section 9(a)(iii) and Section 9(a)(iv) as provided above. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED1933, SOLD AS AMENDED, OR OTHERWISE TRANSFERRED, PLEDGED REGISTERED AND/OR HYPOTHECATED UNLESS AND UNTIL REGISTERED QUALIFIED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHANY STATE SECURITIES LAWS. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFERAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, A RIGHT OF FIRST REFUSALAS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A REPURCHASE OPTION HELD BY TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER OR ITS ASSIGNEE(SAN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER) AS SET FORTH IN TO THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH EFFECT THAT SUCH SECURITIES MAY BE OBTAINED AT SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE PRINCIPAL OFFICE SECURITIES ACT OF THE ISSUER. SUCH TRANSFER RESTRICTIONS1933, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESAS AMENDED. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal Certificates evidencing the Exchange Shares pursuant to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below this Agreement may bear one or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership more of the Shares together with following legends, including without limitation, any other legends that may be legend required by the Company laws of the jurisdiction in which the SCI Stockholder resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by applicable state or federal securities lawsthe SEC under the Securities Act: THE “THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND 1933, AS AMENDED. THEY MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERREDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.” [“THESE SECURITIES ARE BEING ISSUED ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. REGULATION S UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT SECURITIES ACT OF FIRST REFUSAL1933, AND A REPURCHASE OPTION HELD BY THE ISSUER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR ITS ASSIGNEE(S) AS SET FORTH HYPOTHECATED IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE ISSUER AND SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY TO THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. COMPANY THAT SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESREGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”]

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees The Renovation Shareholder acknowledges that the Company certificate(s) representing the Renovation Shareholder’s pro rata portion of the Kerrisdale Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent theretothe following form, corresponding to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by stockholder’s status as set forth in Section 3.4 and the Company or by applicable state or federal securities lawssignature pages hereto: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") ”), AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT ORSECURITIES ACT, IN PURSUANT TO REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY SECURITIES ACT, OR PURSUANT TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that The book entry representing the Company Preferred Shares purchased hereunder shall cause bear the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing legends: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE "ACT") AND SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR HYPOTHECATED UNLESS AND UNTIL REGISTERED SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS WHICH IS AVAILABLE.” “THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT TRANSFER PURSUANT TO THE PROVISIONS OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AN INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARESSECURITIES DATED AS OF NOVEMBER 8, 2021. A COPY OF WHICH THE INVESTOR RIGHTS AGREEMENT MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF FROM THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES TO THE EXTENT PROVIDED THEREIN AND ANY TRANSFER IN VIOLATION OF THE INVESTOR RIGHTS AGREEMENT IS VOID AND OF NO EFFECT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon Each certificate representing any certificate(s) evidencing ownership of the Shares together with ------------------- Securities shall bear substantially the following legends (in addition to any other legends that may be required by the Company or by under applicable state or federal securities laws: ): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") AND ). THE SECURITIES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ASSIGNED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT ORAND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, IN TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSALTRANSFER AND OTHER RESTRICTIONS, AND A REPURCHASE OPTION HELD THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED TERMS OF A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ISSUER ORIGINAL PURCHASER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY COMPANY (COPIES OF WHICH MAY BE OBTAINED AT FROM THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY). (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal In order to Transfer.reflect the restrictions on disposition of the Shares, the stock certificates for the Shares will be endorsed with restrictive legends, including the following legends: (ai) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ISSUER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, IT STATING THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION TRANSFER IS IN COMPLIANCE THEREWITH. EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT." (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERTHE TERMS AND CONDITIONS OF AN INVESTOR'S RIGHTS AGREEMENT AMONG THE ISSUER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF THE SECURITIES EVIDENCED HEREBY (OR SUCH HOLDER'S PREDECESSOR IN INTEREST) AND CERTAIN OTHER SHAREHOLDERS WHICH MAY BE OBTAINED AT RESTRICT THE PRINCIPAL OFFICE DISPOSITION OF SUCH SHARES FOLLOWING A PUBLIC OFFERING OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY'S SECURITIES." (biii) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsAny legends required by state securities laws.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees The SCSI Shareholder acknowledges that the Company certificate(s) representing the SCSI Shareholder’s pro rata portion of the Odimo Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent theretothe following form, corresponding to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by stockholder’s status as set forth in Section 2.26 and the Company or by applicable state or federal securities lawssignature pages hereto: REGULATION D LEGEND: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT ORSECURITIES ACT, IN PURSUANT TO REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY SECURITIES ACT, OR PURSUANT TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser Optionee hereby acknowledges that federal securities laws and the securities laws of the state in which he or she resides may require the placement of certain restrictive legends upon the Shares issued upon exercise of this Option. Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933; THEY HAVE BEEN ACQUIRED BY THE "ACT") HOLDER FOR INVESTMENT AND MAY NOT BE OFFEREDPLEDGED, SOLD HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OROF 1933, IN AS AMENDED, AND THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIESRULES AND REGULATIONS PROMULGATED THEREUNDER.” (b) In addition, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. all stock certificates evidencing the Shares shall be imprinted with a legend substantially as follows: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, TRANSFER AND A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY REFUSAL IN FAVOR OF THE ISSUER CORPORATION AND/OR ITS ASSIGNEE(S) NOMINEE(S). AS SET FORTH IN THE RESTRICTED A STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OPTION AGREEMENT, TRANSFER OF THESE SHARESSHARES MAY BE MADE ONLY IN COMPLIANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH MAY BE OBTAINED IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUERSAID CORPORATION. SUCH TRANSFER RESTRICTIONS, RESTRICTIONS AND RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) The Purchaser understands hereby acknowledges and agrees that the Company Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan shall cause be subject to the legends Stockholders' Agreement and the repurchase rights contained therein. (b) The Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan shall be subject to the Stockholders' Agreement, including, without limitation, the legending requirements set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of therein and shall bear the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing legends: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THESE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD OR OTHERWISE SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT ORAND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COUNSEL, OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESAN EXEMPTION FROM REGISTRATION THEREUNDER. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees Each Premier Power Owner acknowledges that the Company certificate(s) representing such Premier Power Owner’s portion of the Pubco Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent theretothe following form, corresponding to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by stockholder’s status as set forth in Section 3.4 and the Company or by applicable state or federal securities lawssignature pages hereto: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT ORSECURITIES ACT, IN PURSUANT TO REGISTRATION UNDER THE OPINION OF COUNSEL SATISFACTORY SECURITIES ACT, OR PURSUANT TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Grantee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, REFUSAL AND A REPURCHASE OPTION RIGHT HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION REPRUCHASE RIGHT ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal All certificates for the Optioned Shares shall bear the following legends, in addition to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawslaw and securities commissioners: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT") ”), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFEREDTRANSFERRED, SOLD OR OTHERWISE TRANSFERREDSOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE SECURITIES UNDER THE ACT OR, IN THE OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE COMPANY THAT ANY PROPOSED TRANSFER OR TRANSFER, PLEDGE OR HYPOTHECATION RESALE IS IN COMPLIANCE THEREWITH. WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER THE LIMITED OFFERING EXEMPTION PROVIDED BY SECTION 25102(f) OF THE CALIFORNIA CORPORATIONS CODE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, COMPANY’S RIGHT OF FIRST REFUSAL AND REPURCHASE ONE HUNDRED EIGHTY (180) DAYS LOCK-UP RESTRICTION PROVIDED IN THE COMPANY’S STOCK OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESAGREEMENT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal (a) Each Warrant issued in substitution for all or part of this Warrant shall be stamped or otherwise imprinted with a legend appropriately referring to Transferthe foregoing restriction on transfer of the Warrants. (ab) Purchaser understands Except as otherwise permitted by this Section 2.2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and agrees that each stock certificate issued upon the Company direct or indirect transfer of any such Warrant Shares shall cause be stamped or otherwise imprinted with a legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE "ACT") AND SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND UNTIL REGISTERED UNDER THE ACT ORSUCH LAWS THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIESCOUNSEL FOR THIS CORPORATION, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESAVAILABLE. (bc) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with Notwithstanding the restrictions referred to hereinforegoing, the Company Warrantholder may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if require the Company transfers its own securities, it may make to issue a stock certificate for Warrant Shares without such legend if such Warrant Shares have been registered for resale under the Securities Act or the removal of such legend is otherwise appropriate notations to under that Act and the same effect in its own recordsrules and regulations thereunder.

Restrictive Legends. Stop-Transfer Orders; Refusal The certificates evidencing the Parent Stock to Transfer. (a) Purchaser understands and agrees that be received by the Company shall cause Stockholders hereunder will bear legends substantially in the legends form set forth below or legends substantially equivalent thereto, and containing such other information as the Parent may deem appropriate. References in such legend to be placed upon any certificate(s) evidencing ownership of "THE COMPANY" shall refer to the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: Parent. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE 1933 ACT ORAND ANY STATE SECURITIES OR BLUE SKY LAWS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIESCOMPANY, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITHNOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHERMORE SUBJECT TO THE LOCK-UP PROVISIONS CONTAINED IN SECTION 8 OF THAT CERTAIN RESTRICTIONS ON TRANSFERAGREEMENT AND PLAN OF MERGER AND REORGANIZATION WITH THE COMPANY DATED AS OF JUNE__, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES2000, A COPY OF WHICH MAY BE OBTAINED AT BY CONTACTING THE PRINCIPAL OFFICE SECRETARY OF THE ISSUER. SUCH TRANSFER RESTRICTIONSCOMPANY In addition, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESsuch certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal In order to Transfer. (a) Purchaser reflect the restrictions on disposition of the Shares, ▇▇. ▇▇▇▇▇▇ understands and agrees that the Company shall cause stock certificates, if any representing the legends set forth below Shares will bear restrictive legends, including one or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership more of the Shares together with any following or other legends that may be required by the Company or by applicable state or federal securities lawslegends: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND 1933, AS AMENDED. SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, OFFERED FOR SALE IN THE OPINION ABSENCE OF COUNSEL (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT OR (B) ASSURANCES SATISFACTORY TO THE ISSUER OF THESE SECURITIES, CORPORATION THAT REGISTRATION UNDER SUCH OFFER, ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. OFFER.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERA MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, A RIGHT ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY EXCEPT IN CONFORMITY WITH THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN TERMS OF THE RESTRICTED STOCK PURCHASE ISSUANCE AGREEMENT BETWEEN THE ISSUER CORPORATION AND THE ORIGINAL REGISTERED HOLDER OF THESE SUCH SHARES (OR THE PREDECESSOR IN INTEREST TO SUCH SHARES). THE CORPORATION WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF WHICH MAY BE OBTAINED AT SUCH AGREEMENT TO THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESHOLDER HEREOF WITHOUT CHARGE. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands The Purchasers agree that all certificates or other instruments representing the Securities (which, for purposes of this Section 6.3, shall include the shares of Series A Serial Preferred Stock and agrees that the Company shall cause the legends set forth below or legends substantially equivalent theretoWarrants, to be placed as well as any shares of Common Stock issuable upon any certificate(s) evidencing ownership exercise of the Shares together with any other legends that may be required by Warrants) will bear a legend substantially to the Company or by applicable state or federal securities lawsfollowing effect: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE "ACT") AND SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY NOT BE OFFERED, SOLD EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH1933 AND APPLICABLE STATE SECURITIES LAWS. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE INSTRUMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE TERMS OF THE ISSUER. SUCH TRANSFER RESTRICTIONSSHAREHOLDERS AGREEMENT, RIGHT DATED AS OF FIRST REFUSAL AUGUST 19, 2014, BY AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESAMONG ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, INC., NIGHTINGALE ONSHORE HOLDINGS L.P. AND NIGHTINGALE OFFSHORE HOLDINGS L.P., AS THEREAFTER AMENDED FROM TIME TO TIME.” (b) Stop-Transfer Notices. Purchaser agrees that, The legend set forth in order to ensure compliance with the restrictions referred to herein, Section 6.3(a) shall be removed and the Company may shall issue appropriate "stop transfer" instructions to its transfer agenteach Purchaser a certificate without such legend or any other legend, if any(i) such securities are registered for resale under the Securities Act, and that, (ii) such securities are sold or transferred pursuant to Rule 144 (if the Company transfers its own securitiestransferor is not an Affiliate of the Company), it may make appropriate notations to the same effect in its own recordsor (iii) such securities are eligible for sale under Rule 144.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Lender understands and agrees that the Company shall Parent will cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares Exchange Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") AND ), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERREDDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE ACT ORSECURITIES ACT, IN OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY THE SECURITIES ACT, SUBJECT TO THE ISSUER OF THESE SECURITIES, ISSUER'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFERTRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE DELIVERY OF AN OPINION OF COUNSEL AND/OR, PLEDGE CERTIFICATION AND/OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT OTHER INFORMATION REASONABLY SATISFACTORY TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop(i) In addition to any legend required under the New Bye-Transfer Orders; Refusal to Transfer. Laws, each certificate for Equity Securities (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required unless otherwise permitted by the Company or by applicable state or federal securities lawsprovisions of Section 11(a)(ii)) shall include a legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") AND 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, TRANSFERRED IN THE OPINION ABSENCE OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE REGISTRATION OR TRANSFER, PLEDGE AN EXEMPTION THEREFROM UNDER SAID ACT OR HYPOTHECATION IS IN COMPLIANCE THEREWITHLAWS. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24, 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, . A COPY OF WHICH MAY SUCH AGREEMENT WILL BE OBTAINED AT FURNISHED WITHOUT CHARGE BY THE PRINCIPAL OFFICE OF COMPANY TO THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESHOLDER HEREOF UPON WRITTEN REQUEST.” (bii) Stop-Transfer Notices. Purchaser agrees thatSubject to Section 11(b), in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations any holder of Equity Securities that are registered pursuant to the same effect Securities Act and qualified under applicable state securities laws may exchange any certificate or other evidence of ownership of such Equity Securities for a certificate or other evidence of ownership with respect to the Equity Securities so registered that shall not bear the legend set forth in its own recordsclause (i) of this Section 11(a).

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser The Sponsor understands and agrees that the Company shall cause the legends set forth below below, or legends substantially equivalent theretolegends, to be placed upon any certificate(s) evidencing ownership of the Shares (or upon a notice of issuance of uncertificated stock, as applicable), together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHOTHERWISE COMPLIES WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING A RIGHT LOCK-UP PERIOD IN THE EVENT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) PUBLIC OFFERING AS SET FORTH IN THE RESTRICTED STOCK PURCHASE SECURITIES SUBSCRIPTION AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUERCOMPANY. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION INCLUDING THE LOCK-UP PERIOD, ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Each Purchaser understands and agrees that the Company shall cause New Shares purchased pursuant to the legends Standby Purchase Commitment will bear a legend substantially similar to the legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company and such Standby Purchaser. The legend below (or by applicable state a substantially similar legend) may be removed pursuant to Section 7(b)(iii) and Section 7(b)(iv) as provided above. Notwithstanding anything else in this Agreement, the legend below (or federal securities laws: a substantially similar legend) shall be removed upon the earlier to occur of (i) the filing of the Resale Prospectus with the Commission, and (ii) the lapse of six months from the date of the Closing, and the Company agrees to promptly issue a replacement stock certificate or certificates that do not contain such legend to each Standby Purchaser upon receipt of the original stock certificate or certificates representing the New Shares from such Standby Purchaser. “THE SECURITIES REPRESENTED HEREBY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT"”) AND OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERREDSOLD, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OROR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ISSUER OF THESE SECURITIES, SECURITIES ACT AND SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESOTHER APPLICABLE LAWS. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. StopAny certificate or other document issued in respect of any Purchased Shares and Top-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that Up Shares shall be endorsed with the Company shall cause the legends legend set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsbelow: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED (1) ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OR, IN THE (2) ABSENT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF THESE SECURITIESANY STATE OR THAT SUCH TRANSACTION COMPLIES WITH THE RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS (3) EXCEPT IN A TRANSACTION IN COMPLIANCE THEREWITH. WITH RULE 144 UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES ACT, AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD TRANSFER BY THE ISSUER OR ITS ASSIGNEE(S) TERMS OF AN AMENDED AND RESTATED NON-COMPETITION AGREEMENT, DATED AS SET FORTH IN OF 25 JANUARY 2016, ENTERED INTO AMONG THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL HOLDER OF THESE SHARESOTHER PARTIES THERETO, A COPY OF WHICH MAY BE OBTAINED IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; The Company may place restrictive legends on the certificate or certificates representing the shares issued upon exercise of this option referring the Right of First Refusal to Transfer. (a) Purchaser understands set forth in Section of this Agreement and agrees that any restrictions on transfer under federal and applicable state securities laws. Upon the request of the Company, you shall promptly provide the Company shall cause with any and all certificates representing shares acquired upon exercise of this option in order to allow the Company to attach applicable legends. Unless the Company determines otherwise, the legends set forth below or legends substantially equivalent thereto, to which may be placed upon any certificate(s) evidencing ownership of on the Shares together with any other legends that certificate or certificates representing the shares may be required by include, but are not limited to, the Company or by applicable state or federal securities laws: following: a. THE SECURITIES REPRESENTED HEREBY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") AND ). THESE SHARES MAY NOT BE OFFEREDSOLD, SOLD HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED, PLEDGED TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL COMPANY RECEIVES EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE ISSUER SALE, HYPOTHECATION, ASSIGNMENT OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE ACT." b. THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY REFUSAL IN FAVOR OF THE ISSUER CORPORATION OR ITS ASSIGNEE(S) AS SET FORTH ASSIGNEES. THE TERMS OF THE RIGHT OF FIRST REFUSAL ARE CONTAINED IN THE RESTRICTED STOCK PURCHASE AN AGREEMENT BETWEEN THE ISSUER CORPORATION AND THE ORIGINAL REGISTERED HOLDER OF THESE THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT REVIEWED UPON WRITTEN REQUEST MADE TO THE PRINCIPAL OFFICE SECRETARY OF THE ISSUERCORPORATION. SUCH ANY TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES THE SHARES IN VIOLATION OF THESE SHARESTHIS AGREEMENT SHALL BE VOID. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Each Purchaser understands and agrees that the Company shall cause Restricted Securities will bear a legend substantially similar to the legends legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company or by applicable state or federal securities lawsand such Purchaser: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED1933, SOLD AS AMENDED, OR OTHERWISE TRANSFERRED, PLEDGED REGISTERED AND/OR HYPOTHECATED UNLESS AND UNTIL REGISTERED QUALIFIED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHANY STATE SECURITIES LAWS. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFERAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, A RIGHT OF FIRST REFUSALAS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A REPURCHASE OPTION HELD BY TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER'S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER OR ITS ASSIGNEE(SAN OPINION OF COUNSEL (which opinion shall be in form, substance and scope REASONABLY satisfactory to the ISSUER) AS SET FORTH IN TO THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH EFFECT THAT SUCH SECURITIES MAY BE OBTAINED AT THE PRINCIPAL OFFICE sold or transferred pursuant to an exemption from such registration, or (c) SUCH SECURITIES MAY BE sold pursuant to Rule 144 PROMULGATED under the Securities Act OF THE ISSUER. SUCH TRANSFER RESTRICTIONS1933, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESAS AMENDED. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of All certificates representing the Shares together with shall have endorsed thereon legends in substantially the following forms, as applicable (in addition to any other legends that legend which may be required by other agreements between the Company or by applicable state or federal securities laws: parties hereto): "THE SECURITIES SHARES REPRESENTED HEREBY 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. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF CHORDIANT." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN OR UNLESS AN EXEMPTION FROM THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE REGISTRATION REQUIREMENTS OF THE ISSUERACT IS AVAILABLE." Any legend required by appropriate blue-sky officials. SUCH TRANSFER RESTRICTIONSMr. St. ▇▇▇▇ or his personal representative may request the removal of the legend described in clause (a) above with respect to any Shares at such time as such Shares are no longer subject to the Repurchase Option, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. and Mr. St. ▇▇▇▇ or his personal representative may request the removal of the legend described in clause (b) Stop-Transfer Notices. Purchaser agrees thatabove following such time as such Shares are eligible for resale pursuant to Rule 144(k) under the Securities Act of 1933 and, in order to ensure compliance each case, Chordiant shall comply with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordssuch request as soon as practicable.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that The Company will stamp or imprint each certificate or other instrument representing Shares, throughout the Company shall cause term of this Agreement, with a legend in the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAWS AND NO PROSPECTUS HAS BEEN ISSUED IN RESPECT THEREOF UNDER ANY CANADIAN PROVINCIAL SECURITIES LAWS. THE "ACT") AND SECURITIES MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, ENCUMBERED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, DISPOSED OF IN THE OPINION ABSENCE OF COUNSEL SATISFACTORY TO SUCH REGISTRATION OR PROSPECTUS OR AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS AND THE ISSUER OF THESE SECURITIESRULES AND REGULATIONS THEREUNDER. THE VOTING, SUCH OFFERSALE, SALE OR TRANSFER, PLEDGE ENCUMBRANCE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. OTHER DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERTHE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, A RIGHT DATED AS OF FIRST REFUSALSEPTEMBER 16, 2010, AMONG GATEWAY CASINOS AND ENTERTAINMENT LIMITED, AND A REPURCHASE OPTION HELD BY THE ISSUER HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARESRESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE PRINCIPAL OFFICE HOLDER OF RECORD OF THIS CERTIFICATE TO THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT SECRETARY OF FIRST REFUSAL GATEWAY CASINOS AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESENTERTAINMENT LIMITED. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal In order to Transfer.reflect the restrictions on disposition of the MKHD Shares, the stock certificates for the MKHD Shares will be endorsed with restrictive legends, including the following legends: (ai) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ISSUER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, IT STATING THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION TRANSFER IS IN COMPLIANCE THEREWITH. EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND STATE SECURTIES LAWS. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, THE TERMS AND CONDITIONS OF A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED COMMON STOCK PURCHASE SUBSCRIPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF SECURITIES EVIDENCED HEREBY (OR SUCH HOLDERS PREDECESSOR IN COMPANY) AND THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES'S BYLAWS. (biii) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsAny other legends required by state securities laws.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that Each certificate evidencing the Company Securities shall cause bear a legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERA SECURITIES PURCHASE AND NOTE AGREEMENT DATED AS OF ____________, A RIGHT OF FIRST REFUSAL2007, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY COPIES OF WHICH MAY BE OBTAINED ARE ON FILE AT THE PRINCIPAL OFFICE OF AMEN AND WILL BE FURNISHED TO THE ISSUERHOLDER ON REQUEST TO THE SECRETARY OF AMEN. SUCH TRANSFER RESTRICTIONSAGREEMENT PROVIDES, RIGHT AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, OR OTHER DISPOSITION OF FIRST REFUSAL THE SECURITIES EVIDENCED BY THIS CERTIFICATE." In addition, unless counsel to Amen shall have advised Amen that such legend is no longer needed, each certificate evidencing the Securities shall bear a legend in substantially the following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND REPURCHASE OPTION SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE BINDING ON TRANSFEREES REGISTERED AND QUALIFIED IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAWS, OR IN THE OPINION OF THESE SHARESCOUNSEL REASONABLY SATISFACTORY TO AMEN SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands Each Investor acknowledges and agrees that Purchased 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, conversion of such securities, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear restrictive legends in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT") ”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OROR STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES 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, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIESif (i) such securities are registered for sale under an effective registration statement filed under the Securities Act, SUCH OFFER(ii) such securities are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(Sor (iii) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order if such securities are proposed to ensure be sold pursuant to an exemption from registration and the Company receives an opinion of counsel reasonably satisfactory to it and any other documentation reasonably requested by the Company with respect to compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordssuch exemption.

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon Each certificate representing any certificate(s) evidencing ownership of the Shares together with Securities shall bear substantially the following legends (in addition to any other legends that may be required by the Company or by under applicable state or federal securities laws). In the Case of All Securities: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") AND ). THE SECURITIES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED ASSIGNED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT ORAND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, IN TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITHREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSALTRANSFER AND OTHER RESTRICTIONS, AND A REPURCHASE OPTION HELD THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ISSUER ORIGINAL PURCHASER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY COMPANY (COPIES OF WHICH MAY BE OBTAINED AT FROM THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.COMPANY)

Restrictive Legends. Stop-Transfer Orders; Refusal All certificates representing the Founders’ Securities and the Sponsors’ Warrants purchased by the Buyers hereunder shall have endorsed thereon legends in substantially the following forms (in addition to Transfer.any other legend which may be required by other agreements between the parties hereto): (a) Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED. THE "ACT") AND SECURITIES MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERREDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITH. NOT REQUIRED.” (b) “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THAT CERTAIN RESTRICTIONS ON TRANSFERSECURITIES ASSIGNMENT AGREEMENT DATED AS OF ________, A RIGHT OF FIRST REFUSAL2008, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK THAT CERTAIN SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER DATED AS OF ________, 2008 AND THE ORIGINAL HOLDER THAT CERTAIN WARRANT AGREEMENT DATED AS OF THESE SHARES________, A COPY 2008, COPIES OF WHICH MAY BE OBTAINED ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OFFICES OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESCOMPANY.” (bc) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue Any legend required by appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own recordsblue sky officials.

Restrictive Legends. Stop-Transfer Orders; Refusal Certificates evidencing the Exchange Shares pursuant to Transfer. (a) Purchaser understands and agrees that this Agreement may bear the Company shall cause the legends set forth below or legends substantially equivalent theretofollowing legend, to be placed upon including without limitation, any certificate(s) evidencing ownership of the Shares together with any other legends that may be legend required by the Company laws of the jurisdiction in which the Stockholder resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulations D, S or other regulations adopted by applicable state or federal securities lawsthe Securities and Exchange Commission under the Securities Act: THE “THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND 1933, AS AMENDED. THEY MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERREDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.” “THESE SECURITIES ARE BEING ISSUED ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. REGULATION S UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT SECURITIES ACT OF FIRST REFUSAL1933, AND A REPURCHASE OPTION HELD BY THE ISSUER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR ITS ASSIGNEE(S) AS SET FORTH HYPOTHECATED IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE ISSUER AND SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY TO THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. COMPANY THAT SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESREGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. Stop-Transfer Orders; Refusal to Transfer. All certificates representing the Shares issued and sold hereunder shall have endorsed thereon (a) Purchaser understands any legend required by appropriate blue sky officials and agrees that (b) a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, following form (in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that legend which may be required by other agreements between the Company or by applicable state or federal securities laws: parties hereto): “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "“ACT") AND ”). THEY MAY NOT BE OFFEREDSOLD, SOLD OR OTHERWISE TRANSFERREDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR, IN COVERING SUCH SHARES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITHNOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS TRANSFERABILITY SET FORTH IN THE RESTRICTED A COMMON STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, (A COPY OF WHICH MAY BE OBTAINED AT UPON WRITTEN REQUEST FROM THE PRINCIPAL OFFICE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THE ISSUER. SUCH THAT COMMON STOCK PURCHASE AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARESOWNERSHIP SET FORTH THEREIN. (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”