Common use of Share Certificate Legend Clause in Contracts

Share Certificate Legend. Such Seller represents that it understands and acknowledges that any certificate evidencing the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued shall bear, in addition to any other legends which may be required by applicable state securities laws, the following legend: OWNERSHIP OF THE PURCHASED SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.

Share Certificate Legend. Such Seller The Warrantholder represents that it understands and acknowledges that any certificate evidencing the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued shall bear, in addition to any other legends which may be required by applicable state securities laws, the following legend: "OWNERSHIP OF THE PURCHASED SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC.THE COMPANY, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE COMPANY." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“"ACT”"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS."

Share Certificate Legend. Such Seller represents that it understands A copy of this Agreement shall be filed with the Secretary of the Company and acknowledges that kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any certificate evidencing the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued Shareholder shall bear, for as long as this Agreement is effective bear legends substantially in addition to any other legends which may be required by applicable state securities laws, the following legendforms: OWNERSHIP OF THE PURCHASED SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATESTATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. NO THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED JOINT VENTURE AGREEMENT AMONG THE COMPANY AND THE SHAREHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES WILL BE PERMITTED ON THE BOOKS OF THE COMPANY UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, AND UNTIL THE TRANSFER IS HAS BEEN MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY COMPLIANCE WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSTERMS OF THE JOINT VENTURE AGREEMENT.

Share Certificate Legend. Such Seller The Warrantholder represents that it understands and acknowledges that any certificate evidencing the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued shall bear, in addition to any other legends which may be required by applicable state securities laws, the following legend: “OWNERSHIP OF THIS CERTIFICATE AND THE PURCHASED SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC.THE COMPANY, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE COMPANY.” “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.”

Share Certificate Legend. Such Seller represents that it understands A copy of this Agreement shall be filed with the Secretary of the Company and acknowledges that kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any certificate evidencing the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued Shareholder shall bear, for as long as this Agreement is effective bear legends substantially in addition to any other legends which may be required by applicable state securities laws, the following legendforms: OWNERSHIP OF THE PURCHASED SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES LAWS OF ANY STATESTATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. NO THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED JANUARY 8, 2010, AMONG THE COMPANY, ITS SUBSIDIARIES AND THE SHAREHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES WILL BE PERMITTED ON THE BOOKS OF THE COMPANY UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, AND UNTIL THE TRANSFER IS HAS BEEN MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY COMPLIANCE WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSTERMS OF THE SHAREHOLDERS AGREEMENT.

Share Certificate Legend. Such Seller represents that it understands and acknowledges that any certificate evidencing For as long as the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued shall bearWetpaint Holders, in addition to the aggregate, own beneficially and of record at least fifty percent (50%) of the shares of Parent Common Stock they actually received in connection with the Merger (as adjusted for stock splits, dividends, combinations, recapitalizations and the like), (i) each certificate, instrument, or book entry representing any other legends which may Voting Securities issued after the date hereof shall be required notated by applicable state securities laws, the following legendCompany with a legend reading substantially as follows: OWNERSHIP OF “THE PURCHASED SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCESA STOCKHOLDERS AGREEMENT, INC.AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, (A COPY OF WHICH IS AVAILABLE FOR REVIEW AT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”COMPANY), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE SECURITIES LAWS PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF ANY STATETHAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”; and (ii) the Company shall supply, free of charge, a copy of this Agreement to any holder of such Voting Securities upon written request from such holder to the Company at its principal office. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFERIf the Wetpaint Holders, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTin the aggregate, OR IN THE OPINION OF COUNSEL TO THE CORPORATIONno longer own beneficially and of record at least fifty percent (50%) of the shares of Parent Common Stock they actually received in connection with the Merger (as adjusted for stock splits, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSdividends, combinations, recapitalizations and the like), upon written request to the Company, the Company shall remove the legend required by this Subsection 6.1 from any certificate, instrument or book entry evidencing any Voting Securities. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Subsection 6.1 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

Share Certificate Legend. Such Seller represents that it understands A copy of this Agreement shall be filed with the Secretary of the Company and acknowledges that kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any certificate evidencing the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued Shareholder shall bear, for as long as this Agreement is effective bear legends substantially in addition to any other legends which may be required by applicable state securities laws, the following legendforms: OWNERSHIP OF THE PURCHASED SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES LAWS OF ANY STATESTATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. NO THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SHAREHOLDERS AGREEMENT, DATED JUNE 17, 2005, AMONG THE COMPANY AND THE SHAREHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES WILL BE PERMITTED ON THE BOOKS OF THE COMPANY UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, AND UNTIL THE TRANSFER IS HAS BEEN MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY COMPLIANCE WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSTERMS OF THE SHAREHOLDERS AGREEMENT.

Share Certificate Legend. Such Seller represents that it understands and acknowledges that any Each certificate evidencing the Buyer’s Dycom Shares (or evidencing any other securities issued with respect thereto pursuant shall bear a legend to any stock splitdisclose the limitations upon its transferability by virtue of the requirements of the Securities Act of 1933, stock dividend or other form of reorganization or recapitalization) when issued as amended. The aforesaid legend shall bear, in addition to any other legends which may be required by applicable state securities laws, the following legendread as follows: OWNERSHIP OF THE PURCHASED SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (“THE "ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER ") IN RELIANCE UPON THE SECURITIES LAWS EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, NOR WITH ANY STATE SECURITIES REGULATORY AUTHORITY IN RELIANCE UPON PARTICULAR STATUTORY TRANSACTIONAL EXEMPTIONS. IT IS UNLAWFUL TO CONSUMMATE A SALE OR IN THE OPINION OTHER TRANSFER OF COUNSEL TO THE CORPORATION, THESE SECURITIES WITHOUT PRIOR REGISTRATION UNDER THE ACT AND APPLICABLE STATE STATUES OR RECEIPT OF AN OPINION OF COUNSEL FOR THE ISSUER TO THE EFFECT THAT SUCH PROPOSED SALE OR OTHER TRANSFER DOES NOT AFFECT THE EXEMPT STATUS OF THE ORIGINAL ISSUANCE AND SALE OF THIS SECURITY AND IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY COMPLIANCE WITH THE ACT ALL APPLICABLE FEDERAL AND WITH APPLICABLE STATE SECURITIES LAWS.. Dycom shall make a notation in its records of the foregoing 24 limitations on transferability, and shall so advise its transfer agent. The foregoing legend shall be removed from a certificate representing shares covered by an effective registration statement under the Securities Act of 1933 or shares as to which, in the opinion of Chopin, Mixxxx & Yuxxxxxxxxx, or other counsel satisfactory to Dycom, such registration is not required, and any stop transfer instructions with the transfer agent will be revoked promptly. Section 9.2

Share Certificate Legend. Such Seller RCI represents that it understands ------------------------ and acknowledges that any certificate evidencing the Buyer’s 's Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued shall bear, in addition to any other legends which may be required by applicable state securities laws, the following legend: OWNERSHIP OF THE PURCHASED SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCESMINDARROW SYSTEMS, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCESMINDARROW SYSTEMS, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“"ACT”"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS. In addition to the foregoing legends each certificate representing Series C Preferred Stock shall bear the following legend: The securities represented hereby are subject to certain conversion restrictions pursuant to an agreement with MINDARROW SYSTEMS, INC., A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF MINDARROW SYSTEMS, INC.

Share Certificate Legend. Such Seller represents that it understands A copy of this Agreement shall be filed with the Secretary of the Company and acknowledges that any kept with the records of the Company. Each certificate evidencing representing shares of Series B Preferred Stock and shares of Common Stock issued to Purchaser upon exercise of Warrants and/or conversion of the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock splitSeries B Preferred Stock, stock dividend or other form of reorganization or recapitalization) when issued shall bear, in addition to any other legends which may be required by applicable state securities laws, bear upon its face the following legend: OWNERSHIP OF THE PURCHASED SHARES SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (“THE "SECURITIES ACT”"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AS APPLICABLE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, (B) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND APPROPRIATE QUALIFICATION UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN (C) PURSUANT TO AN EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT AND WITH ANY APPLICABLE STATE SECURITIES LAWS. NO HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. If required by the authorities of any state or other jurisdiction in connection with the issuance of the Securities, the legend or legends required by such jurisdiction shall also be endorsed on all such certificates. Purchaser shall be bound by the requirements of the foregoing legends to the extent that such legends are applicable.

Share Certificate Legend. Such Seller represents that it understands and acknowledges that Each certificate, instrument, or book entry representing any certificate evidencing Shares issued after the Buyer’s Shares (or evidencing any other securities issued date hereof will be notated by the Company with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued shall bear, in addition to any other legends which may be required by applicable state securities laws, the following legenda legend reading substantially as follows: OWNERSHIP OF “THE PURCHASED SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”)AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER IN CONNECTION WITH, THE SECURITIES LAWS OF ANY STATESALE OR DISTRIBUTION THEREOF. NO TRANSFER OF SUCH SECURITIES WILL THE SHARES MAY BE PERMITTED UNLESS A EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, RELATED THERETO OR IN THE AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION, COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” “THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SHARES REPRESENTED HEREBY IS UNNECESSARY SUBJECT TO, AND IN ORDER FOR CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF AN INVESTOR RIGHTS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE STOCKHOLDER, THE COMPANY AND CERTAIN OTHER HOLDERS OF STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST WILL BE DEEMED TO AGREE TO, AND WILL BECOME BOUND BY, ALL THE PROVISIONS OF THE AFOREREFERENCED AGREEMENT INCLUDING CERTAIN RESTRICTIONS ON TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSOWNERSHIP SET FORTH THEREIN.” The Company, by its execution of this Agreement, agrees that it will cause the certificates, instruments, or book entry evidencing the Shares issued after the date hereof to be notated with the legend required by this Subsection 10.12 of this Agreement, and it will supply, free of charge, a copy of this Agreement to any holder of such Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Subsection 10.12 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder will not affect the validity or enforcement of this Agreement.

Share Certificate Legend. Such Seller represents that it understands and acknowledges that any certificate evidencing the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued shall bear, in addition to any other legends which may be required by applicable state securities laws, the following legend: OWNERSHIP OF THE PURCHASED SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONDISPOSITION UNDER AN ASSET PURCHASE AGREEMENT DATED AS OF JUNE 3, 2004 BETWEEN SERACARE LIFE SCIENCES, INC. AND GENOMICS COLLABORATIVE, INC., A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSACT.

Share Certificate Legend. Such Seller represents that it understands and acknowledges that In addition to any certificate evidencing the Buyer’s legend required under Applicable Law, each certificate, instrument, or book entry representing any Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued Transaction Document shall bear, in addition to any other legends which may be required notated by applicable state securities laws, the following legendissuing entity with a legend reading substantially as follows: OWNERSHIP OF “THE PURCHASED SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCESA SHAREHOLDERS AGREEMENT, INC.AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, (A COPY OF WHICH IS AVAILABLE FOR REVIEW AT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE OFFICE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT SHAREHOLDERS AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” Additionally, each certificate, instrument, or book entry representing any KushCo Shares issued pursuant to any Transaction Document shall be notated by the issuing entity with a legend reading substantially as follows: THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN 1933 OR REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFEROR UNLESS, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. Additionally, each certificate, instrument, or book entry representing any XS Shares issued pursuant to any Transaction Document shall be notated by the issuing entity with a legend reading substantially as follows: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE ACT HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH FOUR MONTHS AND ONE DAY AFTER THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSCLOSING DATE]. The issuing entity, by its execution of this Agreement, agrees that it will cause the certificates instruments, or book entry evidencing the Shares issued after the date hereof to be notated with the legend required by this Section 9.10 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of such Shares upon written request from such holder to the issuing entity at its principal office. The Parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Section 9.10 herein and/or the failure of the issuing entity to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

Share Certificate Legend. Such Seller represents that it understands and acknowledges that it has been made aware and agreed that any certificate evidencing the Buyer’s Shares Preferred Stock (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued shall bear, in addition to any other legends which may be required by applicable state securities laws, the following legend: “OWNERSHIP OF THE PURCHASED SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCESSPORTS ENTERTAINMENT ENTERPRISES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCESSPORTS ENTERTAINMENT ENTERPRISES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE (BASED UPON AN OPINION OF COUNSEL TO THE CORPORATIONCOUNSEL), REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.”

Share Certificate Legend. Such Seller represents that it understands A copy of this Agreement shall be filed with the Secretary of the Company and acknowledges that kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any certificate evidencing the Buyer’s Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend or other form of reorganization or recapitalization) when issued Shareholder shall bear, for as long as this Agreement is effective bear legends substantially in addition to any other legends which may be required by applicable state securities laws, the following legendforms: OWNERSHIP OF THE PURCHASED SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH SERACARE LIFE SCIENCES, INC., INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF SERACARE LIFE SCIENCES, INC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATESTATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. NO THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR UPON DELIVERY OF AN OPINION FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS MADE PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SHAREHOLDERS AGREEMENT, DATED OCTOBER 5, 2004, AMONG THE COMPANY AND THE SHAREHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES WILL BE PERMITTED ON THE BOOKS OF THE COMPANY UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, AND UNTIL THE TRANSFER IS HAS BEEN MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY COMPLIANCE WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSTERMS OF THE SHAREHOLDERS AGREEMENT.