Common use of Purchase for Own Account Clause in Contracts

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender Such Purchaser understands and agrees that it may do so only such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act and applicable state securities laws, as then in effectAct. Each Lender Such Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSIS NOT REQUIRED.”

Purchase for Own Account. The Securities Purchased Stock to be acquired by it the Purchaser pursuant to this Agreement are is being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any statestate thereof, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Stock, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Securities Purchased Stock to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT "), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE 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 INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS 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 ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it Purchaser pursuant to this Agreement are being or will be acquired for his or its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its Purchaser’s property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that he or it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities his or its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Subject Shares and the Warrants to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Subject Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Subject Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Subject Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting at Closing and for so long as required by law, of a legend on certificates representing all of its Subject Shares, shares of Common Stock issuable upon conversion of its Subject Shares and the Securities Warrant Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Securities Company Common Shares to be acquired by it the Contributing Shareholder pursuant to this Agreement are being or will be acquired for his or its own account and with no intention of distributing or reselling such securities Company Common Shares or any part thereof in any transaction that would be in violation xxxxx tion of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Company Common Shares under an effective registration registra tion statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Contributing Shareholder's property being at all times within its control. If any Lender the Contributing Shareholder should in the future decide to dispose of any of such Company Common Shares, the Securities, such Lender Contributing Shareholder understands and agrees that he or it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Contributing Shareholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Company Common Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares and, in the case of Beacon, the Beacon Warrant to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or, in the case of Beacon, the Beacon Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securitiessuch Purchased Shares or, in the case of a Lender Beacon, the Beacon Warrant under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of such Purchased Shares or, in the Securitiescase of Beacon, the Beacon Warrant, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares or, in the Securities case of Beacon, the Beacon Warrant and shares of Common Stock issuable upon conversion of its Purchased Shares or, in the case of Beacon, exercise of the Beacon Warrant to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Securities Purchased Stock to be acquired by it the Purchasers pursuant to this Agreement are is being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any statestate thereof, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Stock, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Securities Purchased Stock to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE 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 INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS 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 ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.”

Purchase for Own Account. The Securities Notes to be acquired by it such Stockholder pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Notes or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Stockholder at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Notes under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Stockholder's property being at all times within its control. If any Lender such Stockholder should in the future decide to dispose of any of the Securitiessuch Notes, such Lender Stockholder understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Stockholder agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities its Notes and shares of Common Stock issuable upon conversion of its Notes to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG GT INTERACTIVE SOFTWARE CORP. AND THE ORIGINAL PURCHASERS OF THE NOTES REPRESENTED HEREBY. TRANSFEREES OF SUCH SECURITIES SHOULD REVIEW SUCH AGREEMENT TO DETERMINE THEIR RIGHTS.”

Purchase for Own Account. The Purchased Securities to be acquired by it the Purchaser pursuant to this Agreement are being or being, and the Warrant Shares to be acquired upon exercise of the Warrants will be be, acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such securities Purchased Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction. The Purchaser understands and agrees that such Purchased Securities have not been, without prejudiceand the Warrant Shares will not be, however, to each Lender’s right at all times to sell or otherwise dispose registered under the Securities Act and are “restricted securities” within the meaning of all or any part of the Securities, in the case of a Lender under an effective registration statement Rule 144 under the Securities Act; and that the Purchased Securities and the Warrant Shares cannot be sold, transferred or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition otherwise disposed of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting of a legend on certificates representing all of the its Purchased Securities to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSIS NOT REQUIRED.”

Purchase for Own Account. The Securities Preferred Shares, and the shares of Common Stock to be acquired by it pursuant to this Agreement issued upon conversion of the Preferred Shares, are being or will be acquired by such Purchaser for its such Purchaser's own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in Preferred Shares or the case shares of a Lender Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its such Purchaser's control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesPreferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Lender Purchaser understands and agrees that it such Purchaser may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF MAY 28, 1998, AS AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired ------------------------ by it such Purchaser pursuant to this Agreement and the shares of Common Stock issuable upon conversion of the Purchased Shares are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such securities Purchased Shares, such shares of Common Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any statestate or foreign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case such Purchased Shares or such shares of a Lender Common Stock under an effective registration statement under the Securities ActAct and under the applicable state or foreign securities laws, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares or such shares of Common Stock, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: “): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS 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 STOCKHOLDERS AGREEMENT, DATED OCTOBER 24, 1997, AMONG PRIME RESPONSE GROUP INC. AND THE STOCKHOLDERS NAMED THEREIN AS AMENDED BY AMENDMENT NO. 1 THERETO (THE "STOCKHOLDERS AGREEMENT"). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Purchase for Own Account. The Securities Purchased Shares and the Warrants ------------------------ to be acquired by it such Purchaser pursuant to this Agreement Agreement, the shares of Common Stock issuable upon conversion of the Purchased Shares and the Warrant Shares are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such securities Purchased Shares, such shares of Common Stock, such Warrants, such Warrant Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any statestate or foreign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securitiessuch Purchased Shares, in the case such shares of a Lender Common Stock, such Warrants or such Warrant Shares under an effective registration statement under the Securities ActAct and under the applicable state or foreign securities laws, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender shares of Common Stock, such Warrants or such Warrant Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities its Purchased Shares, shares of Common Stock issuable upon conversion of its Purchased Shares and Warrant Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: “): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS 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 STOCKHOLDERS AGREEMENT, DATED OCTOBER 24, 1997, AMONG PRIME RESPONSE GROUP INC. AND THE STOCKHOLDERS NAMED THEREIN AS AMENDED BY AMENDMENT NO. 1 THERETO AND AS AMENDED BY AMENDMENT NO. 2 THERETO (THE "STOCKHOLDERS AGREEMENT"). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Purchase for Own Account. The Securities Purchased Shares to be acquired ------------------------ by it such Purchaser pursuant to this Agreement and the shares of Common Stock issuable upon conversion of the Purchased Shares are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such securities Purchased Shares, such shares of Common Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any statestate or foreign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case such Purchased Shares or such shares of a Lender Common Stock under an effective registration statement under the Securities ActAct and under the applicable state securities laws, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares or such shares of Common Stock, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: “): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS 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 STOCKHOLDERS AGREEMENT AMONG PRIME RESPONSE GROUP INC.”, GENERAL ATLANTIC PARTNERS 42, L.P., GAP COINVESTMENT PARTNERS, L.P. AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Securities Shares (including, for purposes of this Section 4(d), the shares of Common Stock into which the Shares may be converted) to be acquired by it Purchaser pursuant to this Agreement are being or will be acquired by Purchaser for its his own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its Purchaser's property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the Securitiessuch securities, such Lender Purchaser understands and agrees that it he may do so only in compliance with the Securities Act Act, the Securities Exchange Act, and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Each Lender If Purchaser should decide to dispose of any of such securities, Purchaser will have the obligation in connection with such disposition, at Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of such securities would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of such securities that it accept, such opinion. Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities such securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”"

Purchase for Own Account. The Securities Shares and Warrants to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its such Purchaser's own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesShares or Warrants, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Shares and Warrants to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”

Purchase for Own Account. The Securities Note to be acquired by it the Fund pursuant to this Agreement are is being or will be acquired for its the Fund's own account for investment purposes and with no intention of distributing or reselling such securities or view toward any part "distribution" thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any stateSecurities Act, without prejudice, however, to each Lender’s right the rights of the Fund at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Note under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Fund's property being at all times within its their control. If any Lender the Fund should in the future decide to dispose of any of the SecuritiesNote, such Lender the Fund understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender If the Fund should decide to dispose of the Note, the Fund, if requested by the Company, will have the obligation in connection with such disposition, at the Fund's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Note would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. The Fund agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Note to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE "THIS NOTE HAS NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND SUCH LAWSNEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, Act or under an exemption from such said registration available under the Securities Act, . The Purchaser understands and subject, nevertheless, to agrees that if the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any part of the Securitiessuch Purchased Shares, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of the Securities such Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Notes and the Issuable Shares or Common Shares to be acquired by it pursuant to this Agreement such Lender, respectively, are being or will be acquired for its own account and with no intention of distributing or reselling such securities Notes, Issuable Shares or Common Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Lender at all times to sell or otherwise dispose of all or any part of the Securitiessuch Notes, in the case of a Lender Issuable Shares or Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Lender's property being at all times within its control. If any such Lender should in the future decide to dispose of any of the Securitiessuch Notes, Issuable Shares or Common Shares, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Such Lender agrees to the imprinting for so long as required by law, of a legend on certificates representing all of the Securities its Notes, Issuable Shares or Common Shares and shares of Common Stock issuable upon conversion of its Issuable Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Securities Notes, the Warrants and the Warrant Shares or Common Shares to be acquired by it pursuant to this Agreement such Investor, respectively, are being or will be acquired for its own account and with no intention of distributing or reselling such securities Notes, Warrants, Warrant Shares or Common Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Investor at all times to sell or otherwise dispose of all or any part of the Securitiessuch Notes, in the case of a Lender Warrants, Warrant Shares and Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Investor's property being at all times within its control. If any Lender such Investor should in the future decide to dispose of any of the Securitiessuch Notes, Warrants, Warrant Shares or Common Shares, such Lender Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Investor agrees to the imprinting for so long as required by law, of a legend on certificates representing all of the Securities its Notes, Warrants, Warrant Shares and Common Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION REGIS TRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG GT INTERACTIVE SOFTWARE CORP. AND THE ORIGINAL PURCHASERS OF THE PREFERRED STOCK REPRESENTED HEREBY. TRANSFEREES OF SUCH SECURITIES SHOULD REVIEW SUCH AGREEMENT TO DETERMINE THEIR RIGHTS.”

Purchase for Own Account. The Securities Preferred Shares, and the shares of Common Stock to be acquired by it pursuant to this Agreement issued upon conversion of the Preferred Shares, are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in Preferred Shares or the case shares of a Lender Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesPreferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF MAY 28, 1998. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Exchange Shares to be acquired by it the Contributing Shareholder pursuant to this Agreement are being or will be acquired for his or its own account and with no intention of distributing or reselling such securities Exchange Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Exchange Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Contributing Shareholder's property being at all times within its control. If any Lender the Contributing Shareholder should in the future decide to dispose of any of such Exchange Shares, the Securities, such Lender Contributing Shareholder understands and agrees that he or it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Contributing Shareholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Exchange Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose foreign jurisdiction. Such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of all or any part of the Securities, in the case of a Lender under an effective registration statement Rule 144 under the Securities Act; and that the Purchased Shares cannot be sold, transferred or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition otherwise disposed of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES LAWS OR REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER PURSUANT TO AN APPLICABLE EXEMPTION A STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 5, 2003, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF THE STOCK PURCHASE AGREEMENT MAY BE OBTAINED FROM THE REGISTRATION REQUIREMENTS COMPANY WITHOUT CHARGE UPON THE WRITTEN REQUEST OF SUCH ACT AND SUCH LAWSTHE HOLDER HEREOF.”

Purchase for Own Account. The Securities Note and the Warrants (including, for purposes of this Section 6.5, the shares of Common Stock issuable upon exercise of the Warrants) to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in Note and the case Warrants and any shares of a Lender under an effective registration statement under Common Stock issuable upon exercise of the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its controlWarrants. If any Lender the Purchaser should in the future decide to dispose of any of the SecuritiesNote or the Warrants, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Warrants to the following effect: “THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY ISSUABLE UPON EXERCISE HEREOF HAVE BEEN TAKEN FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED BY ANY PERSON, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH ACT AND SUCH STATE SECURITIES LAWS.”

Purchase for Own Account. The Securities Company Common Shares to be acquired by it the Contributing Shareholder pursuant to this Agreement are being or will be acquired for its his own account and with no intention of distributing or reselling such securities Company Common Shares or any part thereof in any transaction that would be in violation xxxxx tion of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Company Common Shares under an effective registration registra tion statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Contributing Shareholder's property being at all times within its control. If any Lender the Contributing Shareholder should in the future decide to dispose of any of such Company Common Shares, the Securities, such Lender Contributing Shareholder understands and agrees that it he may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Contributing Shareholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Company Common Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Shares to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Purchaser's property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of such Shares, the Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares and the Warrants ------------------------ to be acquired by it such Purchaser pursuant to this Agreement and the shares of Common Stock issuable upon conversion of the Purchased Shares and its Warrant Shares are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such securities Purchased Shares, such shares of Common Stock, such Warrants, such Warrant Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any statestate or foreign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securitiessuch Purchased Shares, in the case such shares of a Lender Common Stock, such Warrants or such Warrant Shares under an effective registration statement under the Securities ActAct and under the applicable state or foreign securities laws, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender shares of Common Stock, such Warrants or such Warrant Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities its Purchased Shares, shares of Common Stock issuable upon conversion of its Purchased Shares and its Warrant Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: “): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS 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 STOCKHOLDERS AGREEMENT, DATED OCTOBER 24, 1997, AMONG PRIME RESPONSE GROUP INC. AND THE STOCKHOLDERS NAMED THEREIN AS AMENDED BY EACH OF AMENDMENT XX. 0, XXXXXXXXX XX. 0 AND AMENDMENT NO. 3 THERETO (THE "STOCKHOLDERS AGREEMENT"). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Purchase for Own Account. The Securities Preferred Shares (including, for ------------------------ purposes of this Section 8.6, the Common Shares issuable upon conversion of the Preferred Shares) to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesPreferred Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such Preferred Shares. Each Lender If such Purchaser should decide to dispose of any Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, such Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at such Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares and the shares of Common Stock issued on conversion thereof to the following effect: “"THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”"

Purchase for Own Account. The Securities Shares, the Warrants and the shares of common stock to be acquired by it pursuant to this Agreement issued upon conversion or exercise thereof are being or will be acquired for its the Purchaser's own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the Securities Act or the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of its Shares, the Securities, in the case Warrants or its shares of a Lender common stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of its Shares, the SecuritiesWarrants or its shares of common stock issued upon the exercise or conversion thereof, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, secur ties laws as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Shares, the Securities Warrants and its shares of common stock to be issued upon conversion or exercise thereof to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities Note and Warrant to be acquired by it issued to Bechtel pursuant to this Agreement are and the Warrant Agreement is being or will be acquired for its own account and with no intention of distributing or reselling such securities Note or Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of Bechtel at all times to sell or otherwise dispose of all or any part of such Warrant or Note (or the Securities, in shares of Common Stock into which the case of a Lender Note is convertible and for which such Warrant is exercisable) under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its Xxxxxxx'x property being at all times within its control. If any Lender Bechtel should in the future decide to dispose of any of such Note or Warrant (and the Securitiesshares of Common Stock into which the Note is convertible and for which such Warrant is exercisable), such Lender Bechtel understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Bechtel agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all its Note and shares of the Securities Common Stock issuable upon conversion thereof to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSLAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

Purchase for Own Account. The Securities Purchased Preferred Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Preferred Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Purchased Preferred Shares and shares of Common Stock issuable upon conversion of any of its Purchased Preferred Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSLAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 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 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED FEBRUARY 20, 1997, AMONG PROXICOM, INC. (THE "COMPANY"), GENERAL ATLANTIC PARTNERS 34, L.P., GAP COINVESTMENT PARTNERS, L.P., RAUL XXXXXXXXX, XXE MARIX X. XXXXXX TRUST, AND FBR VENTURE CAPITAL MANAGERS INC. (COLLECTIVELY, THE "ORIGINAL STOCKHOLDERS"), AS AMENDED, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.”

Purchase for Own Account. The Securities Preferred Shares (including, for purposes of this Section 8.6, the Common Shares issuable upon conversion of the Preferred Shares) to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesPreferred Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such Preferred Shares. Each Lender If such Purchaser should decide to dispose of any Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, such Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at such Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares and the shares of Common Stock issued on conversion thereof to the following effect: “"THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired by it ------------------------ pursuant to this Agreement are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of it at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of its it's property being at all times within its control. If any Lender it should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities its Purchased Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: “): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYNAPSE GROUP, INC. (THE "COMPANY"), IF REQUESTED BY THE COMPANY, THAT THERE IS 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 AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. THE COMPANY WILL MAIL A COPY OF THE AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Purchase for Own Account. The Securities Shares to be acquired by it such ------------------------ Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities the Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender either Purchaser should in the future decide to dispose of any part of the SecuritiesShares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Shares to the following effect: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Preferred Shares (including, for purposes of this Section 6.5, the Class A Common Stock issuable upon conversion of the Preferred Shares) to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Purchaser's property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the SecuritiesPreferred Shares, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. Each Lender If the Purchaser should decide to dispose of the Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares and the shares of Class A Common Stock issued on conversion thereof to the following effect: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”"

Purchase for Own Account. The Securities to be Purchased Shares are being acquired by it pursuant to this Agreement are being or will be acquired such Purchaser for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement Registration Statement under the Securities Act, Act or under an exemption from such said registration available under the Securities Act, . Such Purchaser understands and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender agrees that if such Purchaser should in the future decide to dispose of any of the SecuritiesPurchased Shares, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of the Securities such Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities to Common Shares will be acquired by it pursuant to this Agreement are being or will be acquired the Purchaser for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Common Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS, INCLUDING RESTRICTIONS ON OWNERSHIP BY FOREIGN PERSONS, SET FORTH IN THAT CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED DECEMBER 31, 1998 AMONG ORBITAL IMAGING CORPORATION, ORBITAL SCIENCES CORPORATION AND CERTAIN STOCKHOLDERS, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF ORBITAL IMAGING CORPORATION, AND SUCH LAWSSECURITIES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF SAID AMENDED AND RESTATED STOCKHOLDERS AGREEMENT.”"

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account for investment and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Securities under an effective registration statement under the Securities Act, or any applicable state securities laws or under an exemption from such registration available under the Securities Act, or any applicable state securities laws and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesSecurities or the Common Stock issuable upon conversion of the Series A Preferred Stock or the Series B Preferred Stock, such Lender it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities Preferred Shares and the Additional Shares (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and the Additional Shares) to be acquired by it pursuant to this Agreement are being or will be acquired for its own account for investment purposes and with no intention of distributing or reselling such securities or view toward any part "distribution" thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any stateSecurities Act, without prejudice, however, to each Lender’s right its rights at all times to sell or otherwise dispose of all or any part of the Securities, in Preferred Shares or the case of a Lender Additional Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender it should in the future decide to dispose of any of the SecuritiesPreferred Shares, such Lender the Additional Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares and the Additional Shares, it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the such shares. Each Lender If it should decide to dispose of the Preferred Shares or the Additional Shares, other than, in the case of the Investor, pursuant to the provisions of the Fund Registration Rights Agreement, it, if requested by the Company, will have the obligation in connection with such disposition, at its expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or the Additional Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. It agrees to the imprinting imprinting, so long as required by applicable law, rule or regulation, of a legend on certificates representing all of the Securities Preferred Shares, Additional Shares and the shares of Common Stock issued on conversion thereof to the following effect: “"THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”"

Purchase for Own Account. The Securities Shares, the Warrants and the shares of Common Stock to be acquired by it pursuant to this Agreement issued upon conversion or exercise thereof are being or will be acquired for its the Purchaser's own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the Securities Act or the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of its Shares, the Securities, in the case Warrants or its shares of a Lender Common Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of its Shares, the SecuritiesWarrants or its shares of Common Stock issued upon the exercise or conversion thereof, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, laws as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Shares, the Securities Warrants and its shares of Common Stock to be issued upon conversion or exercise thereof to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. (a) The Securities Preferred Shares, and the shares of Common Stock to be acquired by it pursuant to this Agreement issued upon conversion of the Preferred Shares, are being or will be acquired by Xx. Xxxxxx for its his own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of Xx. Xxxxxx at all times to sell or otherwise dispose of all or any part of the Securities, in Preferred Shares or the case shares of a Lender Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its Xx. Xxxxxx'x property being at all times within its Xx. Xxxxxx'x control. If any Lender Xx. Xxxxxx should in the future decide to dispose of any of the SecuritiesPreferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Lender Xx. Xxxxxx understands and agrees that it Xx. Xxxxxx may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Xx. Xxxxxx agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF MAY 28, 1998, AS AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST.”"

Purchase for Own Account. The Securities to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities security or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any part of the Securitiessuch securities, such Lender it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities such securities to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it Genesis pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of Genesis at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its Genesis’s property being at all times within its control. If any Lender Genesis should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Genesis understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Genesis agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Transferred Shares to be acquired by it Seller pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Transferred Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of Seller at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Transferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its Seller's property being at all times within its control. If any Lender Seller should in the future decide to dispose of any of the Securitiessuch Transferred Shares, such Lender Seller understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Seller agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Transferred Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States, any state of the United States of America, or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and shares of Unrestricted Common Stock issuable upon conversion of its Purchased Shares, as required by Section 151(f) of the Securities Delaware General Corporation Law, as necessary to reflect restrictions arising under the New Certificate of Incorporation, the Transaction Documents and to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it Purchaser pursuant to this Agreement are being or will be acquired for its the Purchaser’s own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, state or other country except to each Lender’s right at all times the extent the Purchaser may be entitled to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, Act or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to Act (neither of which are available at the disposition of its property being at all times within its controlcurrent time). If any Lender Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that he or it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities his or its Purchased Shares to the following effect: “Share Purchase Agreement THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares and the Warrants to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Purchased Shares, shares of Common Stock issuable upon conversion of its Purchased Shares and Warrant Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSLAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 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 STOCKHOLDERS AGREEMENT, DATED AUGUST 30, 1996, AMONG PROXICOM, INC.”, GENERAL ATLANTIC PARTNERS 34, L.P., GAP COINVESTMENT PARTNERS, L.P. AND RAUL XXXXXXXXX, X COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Purchase for Own Account. The Securities to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in Notes or the case of a Lender Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the Securities, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares in a transaction that does not violate the Securities, in the case of a Lender Securities Act under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser’s property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Stockholders Agreement and the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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 STOCKHOLDERS AGREEMENT, DATED , 2003, AMONG THE COMPANY AND THE STOCKHOLDERS 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 ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.”

Purchase for Own Account. The Securities to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States, any state of the United States of America, or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares and exercise of its Warrants to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Securities to be Shares, Notes and Warrants hereby acquired by it each Purchaser pursuant to this Agreement are being or will be acquired for its such Purchaser's own account and with no intention of distributing or reselling such securities or any part thereof the securities issuable upon exercise of the Warrants in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of such Notes or Warrant or the Securitiessecurities issuable upon exercise thereof, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Shares, Notes, Warrants, and Warrant Shares (hereinafter collectively referred to as the Securities to the following effect: “"Securities"). THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Preferred Shares, and the shares of Common Stock to be acquired by it pursuant to this Agreement issued upon conversion of the Preferred Shares, are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in Preferred Shares or the case shares of a Lender Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesPreferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, DATED DECEMBER 31, 1998. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST.”"

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof Securities in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of Investor at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its Investor’s property being at all times within its control. If any Lender Investor should in the future decide to dispose of any of the such Securities, such Lender Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Investor agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Securities, to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the SecuritiesNotes or the Warrants, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the Securities, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesShares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Shares substantially to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSTHE ACT.”"

Purchase for Own Account. The Securities to be acquired by it ------------------------ pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the SecuritiesNote or the Warrants, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are Stock Consideration is being or will be acquired for its each Target's own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws law of the United States of America, or any state. Each Target understands that the Stock Consideration has not been registered under the Securities Act and may not be sold, without prejudice, however, to each Lender’s right at all times to sell transferred or otherwise dispose disposed of all or other than in compliance with federal and state securities laws, including any part applicable exemption thereto. Each Target agrees not to make any disposition of the Securities, in the case of a Lender under any Stock Consideration unless and until there is an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then laws with respect to such Stock Consideration or such Target shall have provided MiniMed a written opinion of counsel in effectform and substance reasonably satisfactory to MiniMed that an exemption from such registration is available under the Securities Act and such state securities law. Each Lender Target agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Stock Consideration to the following effect: “"THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”" Each Target acknowledges that any transfer or other disposition of the Stock Consideration in contravention of this Section 2.29 shall be null and void and MiniMed shall not be required (a) to transfer on its books any such Stock Consideration or (b) to treat as the owner of such Stock Consideration or otherwise to

Purchase for Own Account. The Securities Preferred Shares and the Warrants (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and exercise of the Warrants) to be acquired by it each of the Investors pursuant to this Agreement are being or will be acquired for its own account for investment purposes and with no intention of distributing or reselling such securities or view toward any part "distribution" thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any stateSecurities Act, without prejudice, however, to each Lender’s right the rights of such Investors at all times to sell or otherwise dispose of all or any part of the Securities, in Preferred Shares or the case of a Lender Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or pursuant to Article 10 hereof, and subject, nevertheless, to the disposition of its the Investors' property being at all times within its their control. If any Lender of the Investors should in the future decide to dispose of any of the SecuritiesPreferred Shares, Warrants, the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrant Shares, such Lender Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender agrees , and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the imprinting Preferred Shares. If any of the Investors should decide to dispose of the Preferred Shares or Warrants, other than pursuant to the provisions of the Registration Rights Agreement or Article 10 hereof, such Investor, if requested by the Company, will have the obligation in connection with such disposition, at the Investors's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or Warrants would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. The Investors agree to the imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares and the shares of Common Stock issued on conversion thereof to the following effect: “"THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”" The Investors agree to the imprinting, so long as required by law, of a legend on the Warrants and the Warrant Shares to the following effect: "THE WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE SECURITIES LAW. THE WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNLESS SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN A TRANSACTION THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT."

Purchase for Own Account. The Securities Purchased Shares and/or the Warrants to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or the Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or the securities or "blue sky" laws of any statestate or foreign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or the Securities, in the case of a Lender Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of such Purchased Shares or the SecuritiesWarrants, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares, the Securities Warrants, the Warrant Shares issuable upon exercise of its Warrant and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE 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 STOCKHOLDERS AGREEMENT, DATED MARCH 5, 1999, AMONG PREDICTIVE SYSTEMS, INC.”, GENERAL ATLANTIC PARTNERS 54, L.P., GAP COINVESTMENT PARTNERS II, L.P. AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Securities Notes and Warrants to be acquired by it pursuant to this Agreement and the shares of common stock underlying the Warrants are being or will be acquired for its own account and with no present intention of distributing or reselling such securities Notes, Warrants and shares of common stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in Warrants and the case shares of a Lender common stock underlying the Warrants under an effective registration statement under the Securities Act, or the Notes, the Warrants and such shares of common stock under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control, subject to the terms and conditions of the Transaction Documents. If any Lender CMII should in the future decide to dispose of any the Notes, the Warrants and/or the underlying shares of the Securitiescommon stock, such Lender CMII understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and subject to any applicable provisions of any Transaction Documents to which CMII is a party or is bound. Each Lender CMII agrees to the imprinting of a legend on certificates representing all each of the Securities Notes to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”" Also, CMII agrees to the imprinting of a legend on the Warrants (and the common stock or other securities underlying the Warrants) to the following effect: "THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT."

Purchase for Own Account. The Purchaser understands that the Shares have not been registered under the Securities to be acquired Act by reason of a claimed exemption under the provisions of the Securities Act of 1933, as amended ("Securities Act") which depends, in part, upon the Purchaser's investment intention. In this connection, the Purchaser hereby represents that it pursuant to this Agreement are being or will be acquired is purchasing Shares for its own account for investment and not with no a present view toward the resale or distribution to others or for resale in connection with any distribution or public offering (within the meaning of the Securities Act), nor with any present intention of distributing or reselling such securities selling the same and the Purchaser has no present or any part thereof in any transaction that would be in violation of contemplated agreement, undertaking, arrangement, obligation or commitment providing for the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to disposition thereof. The Purchaser shall not sell or otherwise dispose of all or any part of transfer the Securities, in the case of Shares unless a Lender under an effective registration statement subsequent disposition is registered under the Securities ActAct or is exempt from such registration. The Purchaser consents to the placement of the legend set forth below, or under an exemption from such registration available under a substantial equivalent thereof, on any certificate or other document evidencing the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender agrees to the imprinting of a legend on certificates representing all of the Securities to the following effectShares: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS, AND MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SHARES UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE SECURITIES ACT. ANY SUCH ACT AND TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AND THE LAWS OF OTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSJURISDICTIONS.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement Agreement, and the Common Stock acquired upon conversion of the Preferred Stock, are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE 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 STOCKHOLDERS AGREEMENT, DATED JULY 31, 1998, AMONG XXXXXXXXX.XXX INCORPORATED, GENERAL ATLANTIC PARTNERS 48, L.P., GAP COINVESTMENT PARTNERS, L.P. AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Purchase for Own Account. The Securities Notes to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities the Notes or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Notes under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Purchaser's property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the SecuritiesNotes, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Notes. Each Lender If the Purchaser should decide to dispose of the Notes, the Purchaser will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Notes would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Notes that it accepts, such opinion. The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Notes to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”"

Purchase for Own Account. The Securities and the Common Stock to be acquired by it pursuant to this Agreement issued upon conversion of the Securities, are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in Securities or the case shares of a Lender Common Stock issuable upon conversion of the Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender should in the future decide Such Purchaser agrees not to dispose of any of the Securities or the shares of Common Stock issuable upon conversion of the Securities, such Lender understands and agrees that unless it may do does so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS' AGREEMENT DATED AS OF FEBRUARY, 1996. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST.”" 6.6 Accredited Investor Status. Such Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act. Each Purchaser shall provide such information with respect to its status as an "accredited investor" that the Company shall have reasonably requested at least ten (10) days prior to the Closing Date.

Purchase for Own Account. The Securities Purchaser: (a) intends to be acquired by it pursuant to this Agreement are being or will be acquired acquire the Crossover Preferred Shares (and/or any shares issued upon conversion thereof, collectively, the “Purchased Securities”) for his/her/its own account and that the Purchased Securities to be purchased by such Purchaser will be acquired by him/her/it for investment for the Purchaser’s own account and not with no intention a view to the distribution or resale thereof; (b) is an “accredited investor” within the meaning of distributing or reselling such securities or any part thereof in any transaction Rule 501 of Regulation D promulgated under the Securities Act of 1933 as amended (the “Securities Act”); (c) acknowledges and agrees that would be in violation of the securities laws of the United States of AmericaCrossover Preferred Shares have not been, or any stateand will not be, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement registered under the Securities Act, nor registered pursuant to the provisions of the securities laws or other laws of any other applicable jurisdictions; and (d) acknowledges and agrees that the Crossover Preferred Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Crossover Preferred Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration available under the Securities Actand qualification requirements is available, and subjectthe Purchaser further acknowledges that, neverthelessexcept as contemplated by the registration rights agreement, the Company has no obligation to register or qualify the disposition of its property being at all times within its control. If Crossover Preferred A Shares for resale and that the Company has no intention and is under no obligation to comply with the requirements for any Lender should in exemption that might otherwise be available, or to provide the future decide Purchaser with any information necessary to dispose of any enable the Purchaser to make routine sales of the SecuritiesCrossover Preferred Shares under Rule 144 or any other rule of the SEC. Without derogating from Section 6.6, such Lender understands and agrees that it the Company may do so only in compliance place legends on any share certificate representing the Crossover Preferred Shares with the Securities Act securities laws and applicable state securities laws, as then in effect. Each Lender agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWScontractual restrictions thereon and issue related stop transfer instructions.”

Purchase for Own Account. The Securities Purchased Notes to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Notes or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Notes under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Notes, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all its Purchased Notes and shares of the Securities Common Stock issuable upon conversion of its Purchased Notes, respectively, to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSLAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

Purchase for Own Account. The Securities Purchased Shares to be ------------------------ acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose foreign jurisdiction. Such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of all or any part of the Securities, in the case of a Lender under an effective registration statement Rule 144 under the Securities Act; and that the Purchased Shares cannot be sold, transferred or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition otherwise disposed of its property being at all times within its control. If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that it may do so only except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSIS NOT REQUIRED.”

Purchase for Own Account. The Securities shares of Common Stock of Buyer, if any, to be acquired by it Seller as part of the Purchase Price pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of Seller at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act of 1933, as amended (the "Securities Act"), and subject, nevertheless, to the disposition of its Seller's property being at all times within its control. If any Lender Seller should in the future decide to dispose of any of the Securitiessuch shares of Common Stock, such Lender Seller understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Seller agrees to the imprinting imprinting, so long as required by law of a legend on certificates representing all of the Securities such shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”LAWS SUPPORTED BY A WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Seller understands that any shares of Common Stock of Buyer issued to it will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to Section 4(2) of the Securities Act and that the reliance of Buyer on such exemption is predicated in part on the representations of Seller set forth herein. Seller represents that it is experienced in evaluating companies such as Buyer, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment. Seller further represents that it has had the opportunity to ask questions of and receive answers from executive officers of Buyer concerning the terms and conditions of the offering and to obtain additional information to the satisfaction of Seller. Seller is an "accredited investor as that term is defined by Rule 501 of Regulation D promulgated under the Securities Act. Buyer acknowledges and agrees that, subject to receipt by Buyer of an opinion of counsel of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C. that the applicable transfer may be made without registration under the securities laws of the United States of America or any state and will not cause the initial issuance of the Common Stock to Seller to have been made in violation of the securities laws of the United States of America or any state, any one or more of the following transfers of such shares of Common Stock may be made:

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or Investor Shares will be acquired for its investment for the Investor's own account account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor does not have any contract, undertaking, agreement, or reselling arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Investor Shares. The Investor understands that the Investor Shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities or may be resold without registration under the Securities Act of 1933, as amended ("Act"), only in certain limited circumstances. The Investor is familiar with Securities and Exchange Commission Rule 144 ("Rule 144"), as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Investor understands that it cannot make any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose disposition of all or any part portion of the Securities, Investor Shares unless there is then in the case of effect a Lender under an effective registration statement under the Securities Act, or under an exemption from Act covering such proposed disposition and such disposition is made in accordance with such registration available statement; or it shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, he shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act, and subject, nevertheless, to . The Investor understands that the disposition of its property being at all times within its control. If any Lender should in certificates evidencing the future decide to dispose of any of Investor Shares shall bear the Securities, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender agrees to the imprinting of a legend on certificates representing all of the Securities to the following effectlegends set forth below: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED ("ACT"), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH SAID ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH LAWSREGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED AS OF JUNE 1, 1999 BETWEEN THE COMPANY AND THE HOLDER (A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY) AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IN ACCORDANCE THEREWITH. 3.6. Accredited Investor Status. The Investor is an "accredited investor" within the meaning of Rule 501(a) of Regulation D, promulgated under the Act.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Purchaser's property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the Securities, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL

Purchase for Own Account. The Securities Company Common Shares to be acquired by it the Contributing Shareholder pursuant to this Agreement are being or will be acquired for his or its own account and with no intention of distributing or reselling such securities Company Common Shares or any part thereof in any transaction that would be in violation xxxxx tion of the securities laws of the United States of America, or any state, without prejudicepre xxxxxx, however, to each Lender’s right the rights of the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Company Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration regis tration available under the Securities Act, and subject, nevertheless, to the disposition of its the Contributing Shareholder's property being at all times within its control. If any Lender the Contributing Shareholder should in the future decide to dispose of any of such Company Common Shares, the Securities, such Lender Contributing Shareholder understands and agrees that he or it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Contributing Shareholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Company Common Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities to be Purchased Shares are being acquired by it pursuant to this Agreement are being or will be acquired the Purchaser for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, Act or under an exemption from such said registration available under the Securities Act, . The Purchaser understands and subject, nevertheless, to agrees that if the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the SecuritiesPurchased Shares, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of the Securities such Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Bonds to be acquired by it the Purchasers pursuant to this Agreement are being or will be acquired for its their own account and with no intention of distributing or reselling such securities said Bonds or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any statestate thereof, without prejudice, however, to each Lender’s right the rights of such Purchasers at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender said Bonds under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, Act and subject, nevertheless, to the disposition of its the Purchasers' property being at all times within its their control. If any Lender the Purchasers should in the future decide to dispose of any of the SecuritiesBonds, such Lender understands Purchasers understand and agrees agree that it they may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender agrees , and that stop- transfer instructions to that effect, where applicable, will be in effect with respect to the imprinting Bonds. The Purchasers agree to the imprinting, so long as required by law, of a legend on certificates representing all of the Securities principal amount of the Bonds to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Purchased Shares and shares of Voting Common Stock issuable upon conversion of its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE 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 STOCKHOLDERS AGREEMENT, DATED JUNE 29, 2000, AMONG THE COMPANY AND THE STOCKHOLDERS 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 ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.”

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement Note and the Conversion Shares are being or will be acquired by the Purchaser for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Purchaser's property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of the Note or any of the SecuritiesConversion Shares, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing the Note and all of the Securities Conversion Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, . AS AMENDED, . OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF MAY 28, 1998. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM USi UPON REQUEST"

Purchase for Own Account. The Securities Preferred Shares and the Warrants (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and exercise of the Warrants) to be acquired by it each of the Investors pursuant to this Agreement are being or will be acquired for its own account for investment purposes and with no intention of distributing or reselling such securities or view toward any part "distribution" thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any stateSecurities Act, without prejudice, however, to each Lender’s right the rights of such Investors at all times to sell or otherwise dispose of all or any part of the Securities, in Preferred Shares or the case of a Lender Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or pursuant to Article 10 hereof, and subject, nevertheless, to the disposition of its the Investors' property being at all times within its their control. If any Lender of the Investors should in the future decide to dispose of any of the SecuritiesPreferred Shares, Warrants, the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrant Shares, such Lender Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender agrees , and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the imprinting Preferred Shares. If any of the Investors should decide to dispose of the Preferred Shares or Warrants, other than pursuant to the provisions of the Registration Rights Agreement or Article 10 hereof, such Investor, if requested by the Company, will have the obligation in connection with such disposition, at the Investors's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or Warrants would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. The Investors agree to the imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares and the shares of Common Stock issued on conversion thereof to the following effect: “"THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”AN

Purchase for Own Account. The Securities to be Purchased Shares and, if applicable, the Option Shares are being acquired by it pursuant to this Agreement are being or will be acquired such Purchaser for its own account and with no intention of distributing or reselling such securities Purchased Shares, Option Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securitiessuch Purchased Shares or, in the case of a Lender if applicable, Option Shares under an effective registration statement Registration Statement under the Securities Act, Act or under an exemption from such said registration available under the Securities Act, . Such Purchaser understands and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender agrees that if such Purchaser should in the future decide to dispose of any of the SecuritiesPurchased Shares or Option Shares, such Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of the Securities such Purchased Shares and Option Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Notes, the Warrants and the Warrant Shares or Common Shares to be acquired by it pursuant to this Agreement such Investor, respectively, are being or will be acquired for its own account and with no intention of distributing or reselling such securities Notes, Warrants, Warrant Shares or Common Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Investor at all times to sell or otherwise dispose of all or any part of the Securitiessuch Notes, in the case of a Lender Warrants, Warrant Shares and Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Investor’s property being at all times within its control. If any Lender such Investor should in the future decide to dispose of any of the Securitiessuch Notes, Warrants, Warrant Shares or Common Shares, such Lender Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Investor agrees to the imprinting for so long as required by law, of a legend on certificates representing all of the Securities its Notes, Warrants, Warrant Shares and Common Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Securities to be acquired by it Such Purchaser is purchasing the Series G Preferred Stock for such Purchaser’s own account for investment purposes only and not with a present view towards the public sale or distribution thereof, except pursuant to this Agreement sales that are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation exempt from the registration requirements of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement Securities Act and/or sales registered under the Securities Act. Such Purchaser understands that such Purchaser must bear the economic risk of this investment indefinitely, unless the Securities are registered pursuant to the Securities Act and any applicable state securities or under blue sky laws or an exemption from such registration available under the Securities Actis available, and subjectthat the Company has no present intention of registering the resale of any such Securities. Further, nevertheless(i) the Purchaser has the requisite corporate (or other entity) or individual (as the case may be) power, capacity and authority to enter into and perform his, her or its obligations under this Agreement and the Certificate of Designation, to purchase the disposition Series G Preferred Stock in accordance with the terms hereof, to hold beneficially and of its property being at all times within its control. If any Lender should in record and to receive the future decide to dispose of any Conversion Shares upon conversion of the Securities, such Lender understands and agrees that it may do so only Series G Preferred Stock in compliance accordance with the Securities Act terms thereof; (ii) the execution, delivery and applicable state securities lawsperformance of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and no further consent or authorization is required, and (iii) this Agreement constitutes valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its terms except as then in effect. Each Lender agrees enforceability of the obligations under this Agreement may be limited by (A) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and (B) general principles of equity relating to the imprinting availability of equitable remedies (whether such agreements are sought to be enforced in a legend on certificates representing all of the Securities to the following effect: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSproceeding at law or a proceeding in equity).”

Purchase for Own Account. The Securities WSDF Note and/or the Shares to be ------------------------ acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities security or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in WSDF Note or the case of a Lender Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender it should in the future decide to dispose of all or any portion of the SecuritiesWSDF Note or the Shares, such Lender it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities WSDF Note and the Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesPurchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting so long as required by law or so long as the Amended and Restated Stockholders Agreement is in effect, of a legend on certificates representing all of the Securities its Purchased Shares and its shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION REQUIREMENTS IS NOT REQUIREMENT. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF SUCH ACT AND SUCH LAWS.”ANY OF THE

Purchase for Own Account. The Securities Preferred Shares, and the shares of Common Stock to be acquired by it pursuant to this Agreement issued upon conversion of the Preferred Shares, are being or will be acquired by the Purchaser for its the Purchaser's own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in Preferred Shares or the case shares of a Lender Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Purchaser's property being at all times within its the Purchaser's control. If any Lender the Purchaser should in the future fixture decide to dispose of any of the SecuritiesPreferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Lender the Purchaser understands and agrees that it the Purchaser may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF MAY 28, 1998, AS AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST.”"

Purchase for Own Account. The Securities Notes and the Subject Shares to be acquired by it pursuant to this Agreement such Lender or CK Purchaser, respectively, are being or will be acquired for its own account and with no intention of distributing or reselling such securities Notes or Subject Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Lender or CK Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Notes or Subject Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Lender's or CK Purchaser's property being at all times within its control. If any such Lender or CK Purchaser should in the future decide to dispose of any of the Securitiessuch Notes or Subject Shares, such Lender or CK Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Such Lender or CK Purchaser agrees to the imprinting at the Initial Closing and the Subsequent Closing, as the case may be, and for so long as required by law, of a legend on certificates representing all of the Securities its Notes, Subject Shares and shares of Common Stock issuable upon conversion of its Subject Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Offered Securities to be acquired by it the Investors pursuant to this Agreement are being purchased or will be acquired for its their own account respective accounts and with no intention of distributing or reselling such securities Offered Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Investors at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Offered Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Investors’ property being at all times within its their control. If any Lender the Investors should in the future decide to dispose of any of such Offered Security, the Securities, such Lender understands Investors understand and agrees agree that it they may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender agrees The Investors agree to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the their Offered Securities to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SUCH THE SECURITIES ACT OF 1933, AND ANY APPLICABLE STATE SECURITIES LAWS LAWS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO IT, TO THE EFFECT THAT SUCH REGISTRATIONS ARE NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR PURSUANT TO AN APPLICABLE EXEMPTION FROM OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE REGISTRATION REQUIREMENTS SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF NOVEMBER 14, 2002, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN AND THE CERTIFICATE OF INCORPORATION, COPIES OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH ACT SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND SUCH LAWSUNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT AND THE CERTIFICATE OF INCORPORATION.”

Purchase for Own Account. The Securities Preferred Shares (including, for purposes of this Section 6.5, the Class A Common Stock issuable upon conversion of the Preferred Shares) to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Purchaser's property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the SecuritiesPreferred Shares, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop- transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. Each Lender If the Purchaser should decide to dispose of the Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Preferred Shares and the shares of Class A Common Stock issued on conversion thereof to the following effect: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”"

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the SecuritiesNotes or the Warrants, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of the Securities, such Lender the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all of the Securities to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities Purchased Shares, the Additional Purchased Shares and the Warrant to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares, Additional Purchased Shares, the Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares, Additional Purchased Shares or the Securities, in the case of a Lender Warrant under an effective registration statement under the Securities Act, Act or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of such Purchased Shares, Additional Purchased Shares or the Securities, Warrant such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and Additional Purchased Shares and shares of Common Stock issuable upon exercise of the Securities Warrant, as the case may be, to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares to be acquired by it ------------------------ Purchaser pursuant to this Agreement are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of its Purchaser's property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities its Purchased Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: “): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYNAPSE GROUP, INC. (THE "COMPANY"), IF REQUESTED BY THE COMPANY, THAT THERE IS 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 STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 23, 2000 (THE "STOCKHOLDERS AGREEMENT"), AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF THE STOCKHOLDERS AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Purchase for Own Account. The Securities Purchased Shares and the Warrants to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities substantially to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG INTEGRA LIFESCIENCES CORPORATION AND THE ORIGINAL PURCHASERS OF THE PREFERRED STOCK REPRESENTED HEREBY. TRANSFEREES OF SUCH ACT AND SECURITIES SHOULD REVIEW SUCH LAWSAGREEMENT TO DETERMINE THEIR RIGHTS.”"

Purchase for Own Account. The Securities Purchased Shares to be acquired by it pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s its right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender Purchaser should in the future decide to dispose of any of the SecuritiesPurchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting of a legend on certificates representing all any of the Securities Purchased Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Purchasers are "accredited investors" ------------------------ as that term is defined in Rule 501 of Regulation D of the Securities Act. The Purchased Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the Securitiessuch Purchased Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and in accordance with the Stockholders Agreement. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE OFFERED AND SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSLAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 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 STOCKHOLDERS AGREEMENT, DATED DECEMBER 22, 1995, AMONG LHS GROUP HOLDING CORPORATION, GENERAL ATLANTIC PARTNERS 23, L.P., GAP COINVESTMENT PARTNERS, L.P., AND THE STOCKHOLDERS 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 ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.”

Purchase for Own Account. The Securities to be Common Stock being acquired by it the Lender pursuant to the amendments of the Agreement contained in this Agreement are Amendment or pursuant to any exercise of the Warrant is being or will be acquired for its investment for the Lender's own account and with no intention of distributing or reselling reselling, or granting any participation in, such securities shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Lender at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such shares under an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of its it's property being at all times within its the Lender's control. If any the Lender should in the future decide to dispose of any of the Securitiessuch shares, such Lender it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender It agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the Securities such shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Borrower will make a notation on its transfer books to such effect: “): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYNAPSE GROUP, INC. (THE "COMPANY"), IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Shares to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities the Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender either Purchaser should in the future decide to dispose of any part of the SecuritiesShares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Shares to the following effect: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Purchase for Own Account. The Securities Purchased Shares and, in the case of Beacon, the Beacon Warrant to be acquired by it such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities Purchased Shares or, in the case of Beacon, the Beacon Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any stateforeign jurisdiction, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securitiessuch Purchased Shares or, in the case of a Lender Beacon, the Beacon Warrant under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser’s property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of such Purchased Shares or, in the Securitiescase of Beacon, the Beacon Warrant, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares or, in the Securities case of Beacon, the Beacon Warrant and shares of Common Stock issuable upon conversion of its Purchased Shares or, in the case of Beacon, exercise of the Beacon Warrant to the following effect: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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.”

Purchase for Own Account. The Securities Notes, the Warrants, the Warrant Shares and the Series A Preferred Stock to be acquired by it the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Securitiesits Notes, in the case of a Lender its Warrants, its Warrant Shares and its Series A Preferred Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its the Purchaser's property being at all times within its control. If any Lender the Purchaser should in the future decide to dispose of any of its Notes, its Warrants, its Warrant Shares and its Series A Preferred Stock, the Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender The Purchaser agrees to the imprinting of a legend on certificates representing all of the Securities its Notes, its Warrants, its Warrant Shares and its Series A Preferred Stock to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”"

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement Notes and Warrants, and the Conversion Shares and Warrant Shares, are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesNotes, Warrants, Conversion Shares or Warrant Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Notes, Warrants, Conversion Shares or Warrant Shares, to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, . AS AMENDED, . OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF MAY 28, 1998. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM USI UPON REQUEST"

Purchase for Own Account. The Securities to be acquired by it pursuant to this Agreement Notes and the Conversion Shares are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the SecuritiesNotes or Conversion Shares, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of the Securities Notes and Conversion Shares to the following effect: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, . AS AMENDED, . OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS.”. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF MAY 28, 1998. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM USi UPON REQUEST"

Purchase for Own Account. The Securities to be acquired by it such ------------------------ Purchaser pursuant to this Agreement are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such securities Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender such Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of its such Purchaser's property being at all times within its control. If any Lender such Purchaser should in the future decide to dispose of any of the such Securities, such Lender Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Each Lender Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of the its Securities as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: “): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS 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 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED JANUARY 12, 2000, AMONG SYNAPSE GROUP, INC. (THE "COMPANY") AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.”