Common use of Stock Legend Clause in Contracts

Stock Legend. The stock certificates representing the PC GLOBAL Stock shall contain the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND WEBXU, INC. HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAW.

Stock Legend. The stock certificates representing the PC GLOBAL Evolved Stock shall contain the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS EVOLVED TECHNOLOGY, LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. Mailing Address: 10000 Xxx Xxxxxxx Xxxx., Suite 400, Los Angeles, CA 90049 (000) 000-0000 wxx.xxxxx.xxx THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND WEBXU, INC. HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAW.

Stock Legend. The Warrants and the Warrant Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Warrants and the Warrant Shares under the Securities Act or under applicable state securities laws at the time of exercise of a Warrant, any stock certificates representing certificate issued pursuant to the PC GLOBAL Stock shall contain exercise of a Warrant will bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. “THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE SOLD PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE TRANSFERRED WITHOUT SUCH DISPOSED OF IN THE ABSENCE OF REGISTRATION UNLESS A VALID UNDER OR EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE ACT AND WEBXU, INC. HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR ALL APPLICABLE STATE SECURITIES LAWLAWS AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF A WARRANT PURCHASE AGREEMENT, A STOCKHOLDERS’ AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, EACH DATED AS OF APRIL 30, 2001 AMONG KTC/AMG HOLDINGS CORP. (THE “COMPANY”), RSTW PARTNERS III, L.P., MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MASSMUTUAL CORPORATE INVESTORS, MASSMUTUAL PARTICIPATION INVESTORS AND THE OTHER SIGNATORIES THERETO (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE “AGREEMENTS”). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY.”

Stock Legend. The stock certificates representing the PC GLOBAL Stock shall contain the following legend, in In addition to any other legends deemed appropriate legend imposed by applicable state securities laws, the certificate of incorporation of SFX or necessary the rules, regulations and polices of the Federal Communications Commission, all stock issued by the CompanySFX pursuant to this Agreement, shall bear a restrictive legend stating substantially as follows: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE . THESE SECURITIES LAW HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT SUCH HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND WEBXU, INC. HAS RECEIVED STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. FURTHERMORE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN "CALL," "PUT", RIGHTS OF FIRST REFUSAL AND OFFSET PROVISIONS SET FORTH IN THAT CERTAIN AGREEMENT OF MERGER BY AND AMONG SFX BROADCASTING, INC., ("SFX") NOC-ACQUISITION CORP., CADCO -45- FILING #0001705193 PG 54 OF 193 VOL B-00116 FILED 03/20/1997 03:00 PM PAGE 03420 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE ACQUISITION CORP., QN-ACQUISITION CORP., NEDERLANDER OF CONNECTICUT, INC. AND CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION AND QN CORP. AND CERTAIN OF THE STOCKHOLDERS THEREOF DATED FEBRUARY ___, 1997 (THE "AGREEMENT"). AS A RESULT OF THE OFFSET PROVISIONS IN THE AGREEMENT, SHARES NOT VOLUNTARILY SURRENDERED TO SFX MAY BE CANCELED ON THE TRANSFER BOOKS OF SFX WITHOUT NOTICE TO THE HOLDER HEREOF. TRANSFEREE'S OF THESE SHARES TAKE THESE SHARES SUBJECT TO SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWCANCELLATION RIGHT.

Stock Legend. The stock certificates representing Stockholder Shares that have been issued prior to the PC GLOBAL Stock date hereof shall contain bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON _______________, ____, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION UNLESS A VALID STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND WEBXUCERTAIN OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 31, 1996, AMONG COLOR SPOT NURSERIES, INC. HAS RECEIVED AN OPINION AND CERTAIN STOCKHOLDERS THEREOF, A COPY OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD WHICH MAY BE OBTAINED WITHOUT CHARGE BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS. The certificates representing Stockholder Shares that are issued on and after the date hereof shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON _______________, ____, HAVE NOT VIOLATE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY FEDERAL OR STATE SECURITIES LAWLAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER __, 2001, AMONG COLOR SPOT NURSERIES, INC. AND CERTAIN STOCKHOLDERS THEREOF, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS.

Stock Legend. The stock certificates representing DURING THE LOCK-UP PERIOD, Stockholder agrees and consents to the PC GLOBAL Stock shall entry of stop transfer instructions with the transfer agent against the transfer of the Lock-Up Shares held by Stockholder except in compliance with the foregoing restrictions. Stockholder is aware that EDT is relying upon this Agreement in entering into the Agreement and Plan of Merger, Therefore the Lock-Up Shares issued will contain the following legend, in addition to any other legends deemed appropriate or necessary by the Companylegend on each certificate: THE SHARES REPRESENTED BY THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH ARE DESIGNATED AS RESTRICTED SHARES PURSUANT TO THE TERMS OF, AND ARE SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION OF, A LOCK-UP AGREEMENT DATED AS OF MAY [________, 20122001] AS MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN WEBXUMAY NOT BE TRANSFERRED, INCSOLD OR OTHERWISE DISPOSED OF EXCEPT AS THEREIN PROVIDED. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. CORPORATION WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, CERTIFICATE WITHOUT CHARGE, UPON WRITTEN CHARGE ON REQUEST TO WEBXU, INC. THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAW ACT")OR WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND THEREFORE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION UNLESS A VALID EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND WEBXU, INC. HAS RECEIVED AN OPINION ONLY IN ACCORDANCE WITH RULE 144 OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE THE SECURITIES LAWACT.

Stock Legend. The Without limiting the provisions of Section 2.02 hereof, the Second Supplemental Warrant and the Second Supplemental Preferred Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Second Supplemental Warrant or the Second Supplemental Preferred Shares, as the case may be, under the Securities Act or under applicable state securities laws, the Second Supplemental Preferred Shares and, at the time of exercise of a Second Supplemental Warrant, any stock certificates representing certificate issued pursuant to the PC GLOBAL Stock shall contain exercise of a Second Supplemental Warrant will bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE SOLD PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE TRANSFERRED WITHOUT SUCH DISPOSED OF IN THE ABSENCE OF REGISTRATION UNLESS A VALID UNDER OR EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE ACT AND WEBXUALL APPLICABLE STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, THE NORTH CAROLINA SECURITIES ACT, AS AMENDED, AND THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28, 1997, AMONG JOTAN, INC. HAS RECEIVED AN OPINION (THE "COMPANY"), RICE PARTNERS II, L.P., F-SOUTHLAND, L.L.C., FF- SOUTHLAND, L.P., F-JOTAN, L.L.C. AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF COUNSEL SATISFACTORY SUCH SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWTIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY." All shares of Capital Stock of the Company subject to the Other Shareholder Agreements will bear a legend to such effect.

Stock Legend. The Warrants and the Warrant Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Warrants and the Warrant Shares under the Securities Act or under applicable state securities laws at the time of exercise of a Warrant, any stock certificates representing certificate issued pursuant to the PC GLOBAL Stock shall contain exercise of a Warrant will bear the following (or substantially equivalent) legend, in addition to any other legends deemed appropriate or necessary by the Company: "THE SHARES REPRESENTED BY THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH AND SUBJECT A VIEW TO OR FOR SALE IN CONNECTION WITH THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICEDISTRIBUTION HEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE SOLD PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE TRANSFERRED WITHOUT SUCH DISPOSED OF IN THE ABSENCE OF (I) REGISTRATION UNLESS A VALID UNDER OR EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE THE ACT AND WEBXUALL APPLICABLE STATE SECURITIES LAWS, INC. HAS RECEIVED AND (II) UNDER CERTAIN CIRCUMSTANCES, IF REQUESTED BY PRECISE HOLDING CORPORATION (THE "COMPANY"), AN OPINION OF COUNSEL, WHICH COUNSEL SATISFACTORY SHALL BE REASONABLY ACCEPTABLE TO ITS COUNSEL THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER WOULD DOES NOT VIOLATE THE ACT OR ANY FEDERAL OR APPLICABLE STATE SECURITIES LAWLAWS, AND (B) ARE SUBJECT TO THE TERMS AND PROVISIONS (INCLUDING TRANSFER RESTRICTIONS) OF A WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 29, 1996, BY AND AMONG THE COMPANY AND RICE PARTNERS II, L.P., XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY, DELAWARE STATE EMPLOYEES' RETIREMENT FUND, DECLARATION OF TRUST FOR DEFINED BENEFIT PLANS OF ZENECA HOLDINGS INC. AND DECLARATION OF TRUST FOR DEFINED BENEFIT PLANS OF ICI AMERICAN HOLDINGS INC. (COLLECTIVELY, THE "PURCHASER") AND A SHAREHOLDER AGREEMENT, DATED AS OF MARCH 29, 1996, BY AND AMONG THE COMPANY, THE PURCHASER AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES THERETO (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY." In addition, until such time as this Agreement is no longer in effect, the Company will cause any stock certificate evidencing any Capital Stock of the Company to bear the legend set forth above (or a substantially equivalent legend).

Stock Legend. The Without limiting the provisions of Section 2.02 hereof, the Warrants, the Warrant Shares and the Preferred Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Warrants, the Warrant Shares or the Preferred Shares, as the case may be, under the Securities Act or under applicable state securities laws, the Preferred Shares and, at the time of exercise of a Warrant, any stock certificates representing certificate issued pursuant to the PC GLOBAL Stock shall contain exercise of a Warrant will bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, THE NORTH CAROLINA SECURITIES ACT, AS AMENDED, THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28, 1997 AMONG JOTAN, INC. (THE "COMPANY"), RICE PARTNERS II, L.P., F-SOUTHLAND, FF-SOUTHLAND, L.P., F-JOTAN, L.L.C. AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY." "THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE 'GEORGIA SECURITIES ACT OF 1973,' AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNLESS A VALID EXEMPTION FROM UNDER SUCH REGISTRATION IS AVAILABLE AND WEBXU, INC. HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWACT." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. The Without limiting the provisions of Section 2.02 hereof, ------------ the Warrants, the Warrant Shares and the Preferred Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Warrants, the Warrant Shares or the Preferred Shares, as the case may be, under the Securities Act or under applicable state Preferred Stock and Warrant Purchase Agreement - Page 18 ---------------------------------------------- securities laws, the Preferred Shares and, at the time of exercise of a Warrant, any stock certificates representing certificate issued pursuant to the PC GLOBAL Stock shall contain exercise of a Warrant will bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, THE NORTH CAROLINA SECURITIES ACT, AS AMENDED, THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28, 1997 AMONG JOTAN, INC. (THE "COMPANY"), RICE PARTNERS II, L.P., F-SOUTHLAND, FF-SOUTHLAND, L.P., F-JOTAN, L.L.C. AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY." "THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE 'GEORGIA SECURITIES ACT OF 1973,' AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNLESS A VALID EXEMPTION FROM UNDER SUCH REGISTRATION IS AVAILABLE AND WEBXU, INC. HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWACT." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. The Without limiting the provisions of Section 2.02 hereof, the Warrants, the Warrant Shares and the Preferred Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Warrants, the Warrant Shares or the Preferred Shares, as the case may be, under the Securities Act or under applicable state securities laws, the Preferred Shares and, at the time of exercise of a Warrant, any stock certificates representing certificate issued pursuant to the PC GLOBAL Stock shall contain exercise of a Warrant will bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, THE NORTH CAROLINA SECURITIES ACT, AS AMENDED, THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT, EACH DATED AS OF FEBRUARY 28, 1997 AMONG JOTAN, INC. (THE "COMPANY"), RICE PARTNERS II, L.P., F- SOUTHLAND, FF-SOUTHLAND, L.P., F-JOTAN, L.L.C. AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY." "THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE 'GEORGIA SECURITIES ACT OF 1973,' AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNLESS A VALID EXEMPTION FROM UNDER SUCH REGISTRATION IS AVAILABLE AND WEBXU, INC. HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWACT." All shares of Capital Stock of the Company subject to the Shareholder Agreement will bear a legend to such effect.

Stock Legend. The Without limiting the provisions of Section 2.02 hereof, the Warrant, and the Warrant Shares have not been registered under the Securities Act or qualified under applicable state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Warrant and the Warrant Shares under the Securities Act or under applicable state securities laws, and, at the time of exercise of a Warrant, any stock certificates representing certificate issued pursuant to the PC GLOBAL Stock shall contain exercise of a Warrant will bear the following legend, in addition to any other legends deemed appropriate or necessary by the Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF MAY __, 2012, BY AND BETWEEN WEBXU, INC. AND PC GLOBAL INVESTMENTS LLC AND (II) THE PRIOR WRITTEN APPROVAL OF THE WEBXU, INC. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS. WEBXU, INC. WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO WEBXU, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. "THE SHARES REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW LAWS, AND MAY NOT BE SOLD PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE TRANSFERRED WITHOUT SUCH DISPOSED OF IN THE ABSENCE OF REGISTRATION UNLESS A VALID UNDER OR EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE ACT AND WEBXUALL APPLICABLE STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, THE NORTH CAROLINA SECURITIES ACT, AS AMENDED, AND THE TEXAS SECURITIES ACT OF 1957, AS AMENDED, AND (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF A PRIORITY WARRANT PURCHASE AGREEMENT BETWEEN JOTAN, INC. HAS RECEIVED AN OPINION (THE "COMPANY") AND RICE PARTNERS II, L.P. ("RICE"), DATED AS OF COUNSEL SATISFACTORY APRIL 14, 1998, AND A PRIORITY SHAREHOLDER AGREEMENT, DATED AS OF APRIL 14, 1998, AMONG COMPANY, RICE, F-SOUTHLAND, L.L.C., FF-SOUTHLAND, L.P., F-JOTAN, L.L.C. AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES OF SUCH PRIORITY SHAREHOLDER AGREEMENT (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWTIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY." All shares of Capital Stock of the Company subject to the Priority Shareholder Agreement will bear a legend to such effect.