Common use of Purchaser's Investment Representations Clause in Contracts

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Purchaser's Investment Representations. Each Purchaser Purchaser, severally and not jointly, hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that the Restricted Securities were not offered to such Purchaser by any means of general solicitation or general advertising, (iv) that it believes that it has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of an investment in the Company, (v) that it is able to bear the economic risks of an investment in the Restricted Securities and could afford a complete loss of such investment, (vi) that this Agreement and each of the other agreements contemplated hereby to which such Purchaser is a party constitutes (or will constitute) the legal, valid and binding obligation of each such Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally terms and (ivvii) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __FEBRUARY 6, 2001 2004 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Purchaser's Investment Representations. Each The Purchaser hereby represents (i) that it he is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its his own account with the present intention of holding such securities for investment purposes of investment, and that it he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such the Purchaser and the subsequent holders of Restricted Securities such securities from transferring such securities in compliance with the provisions of SECTION 4 Section 2 hereof. Each certificate for Restricted Securities shall will be conspicuously imprinted with a legend substantially in substantially the following form: form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] APRIL 19, 2000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THE TRANSFER OF THE SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN (A) THE MANAGEMENT STOCK PURCHASE AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER __APRIL 19, 2001 BY AND AMONG 2000, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORSTHE ORIGINAL PURCHASER HEREOF AND (B) THE STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 10, 1999, BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TO TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" Whenever any shares of Voting Common Stock cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Voting Common Stock, a new certificate representing such shares of Voting Common Stock of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents (i) that he or it is acquiring the Restricted Securities purchased hereunder for his or acquired pursuant hereto for its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such the Purchaser and the subsequent holders of Restricted Securities such securities from transferring such securities in compliance with the provisions of SECTION 4 Section 3 hereof. Each certificate for Restricted Securities shall will be conspicuously imprinted with a legend substantially in substantially the following form: form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] APRIL 10, 2002, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THE TRANSFER OF THE SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER __APRIL 10, 2001 BY AND AMONG 2002, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORSTHE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TO TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each The Purchaser hereby represents (i) that it such Purchaser is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION Section 4 hereofhereof and any agreements to which such Persons may be parties. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] SEPTEMBER 7, 2001, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __7, 2001 BY AND AMONG 2001, BETWEEN THE ISSUER (THE "COMPANY") AND A CERTAIN INVESTORSINVESTOR, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" If the holder of the Restricted Securities delivers to the Company an opinion of qualified securities counsel reasonably acceptable to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, however, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in this Section 7.C.

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it Such Purchaser is acquiring the Preferred Stock and the Class A Common Stock or other securities issuable upon conversion of the Preferred Stock (collectively, the “Restricted Securities Securities”) purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and or any subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereofStockholders’ Agreement. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND APPLICABLE STATE LAWS. IN ADDITION, SUCH SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT, DATED AS OF FEBRUARY 4, 2000, AMONG PAETEC CORP. AND CERTAIN STOCKHOLDERS OF PAETEC CORP. THE SALE, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IS SUBJECT TO THE TERMS OF SUCH STOCKHOLDERS’ AGREEMENT AND SUCH SECURITIES WILL BE TRANSFERRED ONLY UPON PROOF OF COMPLIANCE THEREWITH. THE CORPORATION WILL FURNISH EACH STOCKHOLDER WHO SO REQUESTS, WITHOUT CHARGE, WITH A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORSCERTIFICATE, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGEPREFERENCES AND/OR RIGHTS."”

Purchaser's Investment Representations. Each Purchaser of the GTCR -------------------------------------- Purchasers and the TCW/Crescent Lenders hereby represents as to itself (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each such Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not violate any laws, and does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser the Purchasers and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 Section 5 hereof. Each --------- certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON The securities represented by this certificate were originally issued on [DATE OF ISSUANCEdate of issuance] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF and have not been registered under the Securities Act of 1933, AS AMENDEDas amended. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENTThe transfer of the securities represented by this certificate is subject to the conditions specified in the Amended and Restated Purchase Agreement, DATED AS OF SEPTEMBER __dated as of August 14, 2001 BY AND AMONG THE ISSUER 2000 by and among the issuer (THE the "COMPANYCompany") AND CERTAIN INVESTORSand certain investors, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERand the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGEcopy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it such Purchaser is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] ___________ __, 1999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __NOVEMBER 11, 2001 BY AND AMONG 1999, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" If the holder of the Restricted Securities delivers to the Company an opinion of qualified securities counsel reasonably acceptable to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, however, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in this Section 7C.

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities Co-Invest Units purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaserof them, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally terms and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser them does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser it is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities Co-Invest Units from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities Co-Invest Units shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] FEBRUARY 14, 2002 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __FEBRUARY 14, 2001 2002 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Purchaser's Investment Representations. Each Purchaser hereby severally represents (i) and warrants to and for the benefit of the Company, each Purchaser acknowledging that the Company will rely hereon in assessing compliance with legal matters, that it is acquiring the Restricted Securities Preferred Stock purchased hereunder or acquired pursuant hereto for investment for its own account with the present intention of holding such securities Preferred Stock for purposes of investment, investment and that it is an 'accredited investor" as that term is defined in Rule 501 under the Securities Act and that it has no intention of selling such securities the Preferred Stock in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser the Purchasers and subsequent holders of Restricted Securities Preferred Stock from transferring such securities Preferred Stock in compliance with the provisions of SECTION 4 hereofShareholders Agreement. Each certificate for Restricted Securities shall be imprinted with a legend in substantially Preferred Stock will bear legends to the following formeffect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURI11ES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS AND THE SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION AND A VOTING THEREOF ARE SUBJECT TO THE CONDITIONS SPECIFIED CERTAIN RESTRICTIONS AND AGREEMENTS CONTAINED IN THE PURCHASE AGREEMENT, A SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER __OCTOBER 20, 2001 BY AND 1994 AMONG THE ISSUER (THE "COMPANY") COMPANY AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERSHAREHOLDERS. A COPY OF SUCH CONDITIONS SHALL THE SHAREHOLDERS AGREEMENT AND ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN WRITFEN REQUEST AND WITHOUT CHARGETO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE."

Purchaser's Investment Representations. Each Purchaser individually, and not jointly or severally, hereby represents (i) that he or it is acquiring the Restricted Securities purchased hereunder for his or acquired pursuant hereto for its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such the Purchaser and the subsequent holders of Restricted Securities such securities from transferring such securities in compliance with the provisions of SECTION 4 Section 3 hereof. Each certificate for Restricted Securities shall will be conspicuously imprinted with a legend substantially in substantially the following form: form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] DECEMBER 10, 1999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THE TRANSFER OF THE SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE JUNIOR PREFERRED STOCK PURCHASE AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER __DECEMBER 10, 2001 BY AND AMONG 1999, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORSTHE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TO TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" Whenever any shares of Junior Preferred Stock cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Junior Preferred Stock, a new certificate representing such shares of Junior Preferred Stock of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser hereby -------------------------------------- represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject, and (v) that such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Class A Preferred and has had full access to such other information concerning the Company as such Purchaser has requested. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON The securities represented by this certificate were originally issued on [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF and have not been registered under the Securities Act of 1933, AS AMENDEDas amended. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENTThe transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, DATED AS OF SEPTEMBER __dated as of March 23, 2001 BY AND AMONG THE ISSUER 1999 by and among the issuer (THE the "COMPANYCompany") AND CERTAIN INVESTORSand certain investors, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERand the Company reserves ------- the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGEcopy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. Each Purchaser hereby -------------------------------------- represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such any Purchaser and the subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 Section 3 hereof. Each certificate for Restricted Securities shall will be imprinted with a legend in substantially the following form: form (the "Securities Act Legend"): ---------------------- "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] JUNE 28, 1995 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THE TRANSFER OF THE SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE --- CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENTAGREE-MENT, DATED AS OF SEPTEMBER __JUNE 28, 2001 BY AND AMONG 1995 BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE ------- COMPANY RESERVES THE RIGHT TO REFUSE THE TO TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" Whenever any of the Restricted Securities cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate repre senting such Securities, a new certificate representing such Securities of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased or otherwise acquired by such Purchaser hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such Purchaser the Purchasers and the subsequent holders of Restricted Securities such securities from transferring such securities in compliance with the provisions of SECTION 4 Section 5 hereof. Each certificate for Restricted Securities shall will be conspicuously imprinted with a legend substantially in substantially the following form: form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] NOVEMBER 30, 2000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THE TRANSFER OF THE SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER __NOVEMBER 30, 2001 BY AND AMONG 2000, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORSTHE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TO TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" Whenever any shares of Common Stock cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Common Stock, a new certificate representing such shares of Common Stock of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser Purchaser, severally and not jointly, hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 Section 5 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] MARCH 21, 2007, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __MARCH 21, 2001 BY 2007, AND AS AMENDED AND MODIFIED FROM TIME TO TIME, AMONG THE ISSUER (BORROWERS; THE "COMPANY"INITIAL HOLDER(S) HEREOF AND CERTAIN INVESTORS, WHO FROM TIME TO TIME BECOME PARTIES THERETO IN ACCORDANCE WITH THE PROVISIONS THEREOF, AND THE COMPANY RESERVES BORROWERS RESERVE THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES SECURITY UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY BORROWERS TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."”

Purchaser's Investment Representations. Each Purchaser hereby represents that (i) that it is an "accredited investor" as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, (ii) it is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Units, (iii) it has had an opportunity to ask questions and receive answers concerning the terms and conditions of its purchase of the Preferred Units issued hereunder and has had full access to such other information concerning the Company (including, without limitation, the Offering Memorandum and copies of the agreements referred to herein) as it has requested, (iv) it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that (v) it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; PROVIDED that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and or any subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 Section 8 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER The securities represented by this certificate were originally issued on __________________, 2001 BY AND AMONG THE ISSUER and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Equity Purchase Agreement dated as of May 18, 1998 (THE and as amended and restated as of January 28, 1999), as amended and modified from time to time, between the issuer (the "COMPANYCompany") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERand the initial holder of these securities. The Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGEcopy of such conditions shall be famished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each such Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally terms and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] FEBRUARY 14, 2002 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __FEBRUARY 14, 2001 2002 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Purchaser's Investment Representations. Each Purchaser hereby represents (i) and warrants to the Company that it such Purchaser is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereofthe Stockholders' Agreement and the Registration Agreement. Each Purchaser hereby represents and warrants to the Company that the execution, delivery, and performance of this Agreement, the Registration Agreement, the Stockholders' Agreement and all other agreements contemplated hereby in connection with the Initial Closing and the Second Closing to which such Purchaser or any of its Affiliates will enter into on the Initial Closing Date and, if applicable, the Second Closing Date have been duly authorized by such Purchaser or such Purchaser's Affiliate. This Agreement, the Registration Agreement, the Stockholders' Agreement and all other agreements contemplated hereby in connection with the Initial Closing that each Purchaser will enter into on the Initial Closing Date each constitutes a valid and binding obligation of such Person, enforceable in accordance with its terms. With respect to the Second Closing, USXX represents and warrants that, when entered into as of the Second Closing Date, the Registration Agreement and Stockholders' Agreement will each constitute a valid and binding obligation of USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder, each enforceable in accordance with its terms. All other agreements contemplated hereby in connection with the Second Closing that USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder will enter into on the Second Closing Date will each constitute a valid and binding obligation of USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder, each enforceable in accordance with its terms. The execution and delivery by each Purchaser of this Agreement, the Registration Agreement, Stockholders' Agreement and all other agreements contemplated hereby in connection with the Initial Closing which each Purchaser is entering into on the Initial Closing Date, the purchase of the Preferred Stock hereunder at the Initial Closing, and the fulfillment of and compliance with the respective terms hereof and thereof by such Purchaser do not and will not: (i) conflict with or result in a breach of the terms, conditions, or provisions of; (ii) constitute a default under; (iii) result in a violation of; or (iv) require any authorization, consent, approval, exemption, or other action by or notice to any court or administrative or governmental body pursuant to, the certificate of incorporation, certificate of formation, partnership agreement, bylaws or any similar constitutive document of such Purchaser, or any law, statute, rule, or regulation to which such Purchaser is subject, or any agreement, instrument, order, judgment, or decree to which such Purchaser or any of its Affiliates, or employees is a party or by which it or any of the foregoing Persons is bound. The execution and delivery by USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder of the Registration Agreement, the Stockholders' Agreement and all other agreements contemplated hereby in connection with the Second Closing which USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder will enter into on the Second Closing Date, the purchase of the Preferred Stock hereunder by USXX and/or any Affiliate of USXX at the Second Closing, and the fulfillment of and compliance with the respective terms hereof and thereof by USXX and/or any of its Affiliates do not and will not: (i) conflict with or result in a breach of the terms, conditions, or -29- 33 provisions of; (ii) constitute a default under; (iii) result in a violation of; or (iv) require any authorization, consent, approval, exemption, or other action by or notice to any court or administrative or governmental body pursuant to, the certificate of incorporation, certificate of formation, partnership agreement, bylaws or any similar constitutive document of USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder, or any law, statute, rule, or regulation to which USXX and/or any Affiliate of USXX purchasing Preferred Stock hereunder is subject, or any agreement, instrument, order, judgment, or decree to which USXX or any of its Affiliates, or employees is a party or by which it or any of the foregoing Persons is bound. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] MARCH 13, 2000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER __MARCH 13, 2001 BY AND AMONG 2000, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORSINVESTORS AND THE CONDITIONS SPECIFIED IN THE AGREEMENTS REFERENCED IN THE PURCHASE AGREEMENT, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" If the holder of the Restricted Securities delivers to the Company an opinion of counsel reasonably acceptable to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in this Section 8C.

Purchaser's Investment Representations. Each The Purchaser hereby represents that it is an “accredited investor” (i) that as defined in Regulation D promulgated under the Securities Act), it is acquiring the Restricted Securities Note and Warrant purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities the Note for purposes of investment, and that it has no intention of selling such securities the Note or Warrant in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such the Purchaser and subsequent holders of Restricted Securities the Note or Warrant from transferring such securities in compliance with the provisions of SECTION 4 Section 7.7 hereof. Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note and Warrant, and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Note and Warrant and, at the present time, is able to afford a complete loss of such investment. Purchaser is not purchasing the Note and Warrant as a result of any advertisement, article, notice or other communication regarding the Note and Warrant published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. Purchaser has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with the Transaction Documents. Purchaser hereby agrees and acknowledges that Purchaser has had an opportunity to meet with representatives of the Company and to ask questions and receive answers to Purchaser’s satisfaction regarding the Company’s proposed business and the Company’s financial condition in order to assist Purchaser in evaluating the merits and risks of purchasing the Note and Warrant. All material documents and information pertaining to the Company and the purchase of Note and Warrant hereunder that have been requested by Purchaser have been made available to Purchaser. Purchaser hereby agrees and acknowledges that it has been informed of the following: (i) there are factors relating to the subsequent transfer of any Note and Warrant acquired hereunder that could make the resale of such Note and Warrant difficult; and (ii) there is no guarantee that Purchaser will realize any gain from the purchase of the Note and Warrant. The purchase of the Note and Warrant involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect the Company’s business, operating results and financial condition. In such an event, the trading price for the Common Stock could decline substantially and Purchaser could lose all or part of its investment. Purchaser has full right, power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of Purchaser. Each certificate for Restricted Securities shall Transaction Document to which it is a party has been duly executed by Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGElimited by applicable law."

Purchaser's Investment Representations. Each The Purchaser hereby -------------------------------------- represents (i) and warrants to the Company that it the Purchaser is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall -------- ---- prevent such the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 this Agreement, the Stockholders Agreement and the Registration Agreement. The Purchaser hereby represents and warrants to the Company that the execution, delivery, and performance of this Agreement, the Registration Agreement, the Stockholders Agreement and all other agreements contemplated hereby to which the Purchaser is entering on the date hereof have been duly authorized by the Purchaser. This Agreement, the Registration Agreement, the Stockholders Agreement, and all other agreements contemplated hereby that the Purchaser is entering on the date hereof each constitutes a valid and binding obligation of such Person, enforceable in accordance with its terms. The execution and delivery by the Purchaser of this Agreement, the Registration Agreement, the Stockholders Agreement and all other agreements contemplated hereby which the Purchaser is entering on the date hereof, the purchase of the Common Stock hereunder, and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchaser do not and will not: (i) conflict with or result in a breach of the terms, conditions, or provisions of; (ii) constitute a default under; (iii) result in a violation of; or (iv) require any authorization, consent, approval, exemption, or other action by or notice to any court or administrative or governmental body pursuant to, the certificate of incorporation, certificate of formation, partnership agreement, bylaws or any similar constitutive document of the Purchaser, or any law, statute, rule, or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment, or decree to which the Purchaser or any of its Affiliates, or employees is a party or by which it or any of the foregoing Persons is bound. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE (A) PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __AUGUST 10, 2001 BY AND AMONG 1999 BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORSSTOCKHOLDERS OF THE COMPANY, AND (B) THE STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 10, 1999, BETWEEN THE COMPANY, AND CERTAIN STOCKHOLDERS THEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL THE PURCHASE AGREEMENT AND THE STOCKHOLDERS AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED BY THE COMPANY UPON REQUEST TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGEOF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE."" If the holder of the Restricted Securities delivers to the Company an opinion of counsel in a form reasonably acceptable to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, however, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in this Section 6B. ----------

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it such Purchaser is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] MARCH __, 1999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER MARCH___, 2001 BY AND AMONG 1999, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" If the holder of the Restricted Securities delivers to the Company an opinion of qualified securities counsel reasonably acceptable to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, however, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in this Section 7C.

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased by such Purchaser hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such Purchaser the Purchasers and the subsequent holders of Restricted Securities such securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall will be conspicuously imprinted with a legend substantially in substantially the following form: form (the "SECURITIES ACT LEGEND"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] OCTOBER 14, 1999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THE TRANSFER OF THE SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER __OCTOBER 14, 2001 BY AND AMONG 1999, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORSTHE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TO TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" Whenever any shares of Common Stock cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Common Stock, a new certificate representing such shares of Common Stock of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser Purchaser, severally and not jointly, hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "“accredited investor" ” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby to which such Purchaser is a party constitutes (or will constitute) the legal, valid and binding obligation of each such Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally terms and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __JULY 1, 2001 2002 BY AND AMONG THE ISSUER (THE "“COMPANY"”) AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."”

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased by such Purchaser hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such Purchaser the Purchasers and the subsequent holders of Restricted Securities such securities from transferring such securities in compliance with the provisions of SECTION Section 4 hereof. Each certificate for Restricted Securities shall will be conspicuously imprinted with a legend substantially in substantially the following form: form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] MAY 24, 2000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THE TRANSFER OF THE SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, AGREEMENT DATED AS OF SEPTEMBER __MAY 24, 2001 BY AND AMONG 2000, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORSTHE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TO TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" Whenever any shares of Common Stock cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Common Stock, a new certificate representing such shares of Common Stock of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each As a material inducement to the Company to enter into this Agreement and sell the New Purchase Shares under this Agreement, each Purchaser hereby represents that: (i) that it is acquiring the Restricted Securities New Purchase Shares being purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities the New Purchase Shares from transferring such securities in compliance with the provisions of SECTION 4 hereofthe Shareholders Agreement; (ii) such Purchaser is (x) an “accredited investor” as defined in Rule 501 (a) under the Securities Act of 1933, as amended (the “Securities Act”) and (y) has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of such Purchaser’s investments in the New Purchase Shares and is able to bear the economic risk of such investment for an indefinite period of time; (iii) such Purchaser understands that the New Purchase Shares to be purchased by it hereunder have not been registered under the Securities Act on the basis that the Transactions are exempt from the registration provisions thereof and that the Company’s reliance on such exemption is predicated in part upon the representations of the Purchaser set forth herein. Each certificate for Restricted Securities or instrument representing New Purchase Shares shall be imprinted with a legend in substantially the following form: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] , 1999, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER __, 2001 BY 1999, AND AMONG AS AMENDED AND MODIFIED FROM TIME TO TIME, BETWEEN THE ISSUER (THE "“COMPANY"”) AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."”

Purchaser's Investment Representations. Each The Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such the Purchaser and the subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereofSection 3 hereof and in compliance with the provisions of the Stockholders Agreement. Each certificate for such Restricted Securities shall will be imprinted with a legend in substantially the following form: form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] _______________, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THE TRANSFER OF THE SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED SET FORTH AND OTHERWISE REFERENCED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __JANUARY 6, 2001 1997, BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TO TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" Whenever any Shares cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such Shares, a new certificate representing such Shares of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser hereby -------------------------------------- severally represents (i) that it he is acquiring the Restricted Securities purchased by him hereunder or acquired pursuant hereto for its his own account with the present intention of holding such securities for investment purposes of investment, and that it he has no present intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such any Purchaser and the subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION Section 4 hereof. Each certificate for --------- Restricted Securities shall initially will be imprinted with a legend in substantially the following form: form (the "Securities Act Legend"): --------------------- "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] June 13, 2000 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THE TRANSFER OF THE SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT --- TO THE CONDITIONS SPECIFIED IN THE PURCHASE SUBSCRIPTION AGREEMENT, DATED AS OF SEPTEMBER __JUNE 13, 2001 BY AND AMONG 2000 BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, ------- AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TO TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" As provided in Section4B, the holder of Restricted Securities will be entitled --------- to receive from the Company, without expense to such holder, upon surrender to the Company of the certificate representing such securities, a new certificate representing such securities of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each Purchaser By its acquisition -------------------------------------- thereof, each holder of Restricted Securities hereby represents that (i) that it is acquiring the Restricted Securities purchased hereunder or to be acquired by such holder pursuant hereto to this Agreement will be acquired for its such holder's own account and not with the present a view to, or intention of holding such securities for purposes of investmentof, and that it has no intention of selling such securities in a public distribution thereof in violation of the federal securities laws Securities Act, or any applicable state securities laws, and the Restricted Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) that it such holder is an "accredited investor" and a sophisticated investor for purposes of applicable foreign and U.S. federal and state securities laws and regulations, regulations and is able to evaluate the risks and benefits of the investment in the Restricted Securities; (iii) that such holder is able to bear the economic risk of his investment in the Restricted Securities for an indefinite period of time because the Restricted Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such holder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Restricted Securities and has had full access to such other information concerning the Company as it has requested; and (v) this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchasersuch holder, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser holder does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser holder is a party or any judgment, order or decree to which such holder is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser holder and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The securities represented by this certificate were originally issued on April 23, 1997, and have not been registered under the Securities Act of 1933, AS AMENDEDas amended. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENTThe transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, DATED AS OF SEPTEMBER __dated as of April 23, 2001 BY AND AMONG THE ISSUER 1997, between the issuer (THE the "COMPANYCompany") AND CERTAIN INVESTORSand a certain investor, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERand the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGEcopy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Purchaser's Investment Representations. Each Purchaser hereby -------------------------------------- represents that (i) that it is an "accredited investor" as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (other than SCI), (ii) it is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Units, (iii) it has had an opportunity to ask questions and receive answers concerning the terms and conditions of its purchase of the Preferred Units issued hereunder and has had full access to such other information concerning the Company (including, without limitation, the Prospectus and copies of the agreements referred to herein) as it has requested, (iv) it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that (v) it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall -------- prevent such any Purchaser and or any subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 Section 8 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER The securities represented by this certificate were originally issued on __________________, 2001 BY AND AMONG THE ISSUER and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Second Amended and Restated Equity Purchase Agreement dated as of November 23, 1999, as amended and modified from time to time, between the issuer (THE the "COMPANYCompany") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFERand the initial holder of these securities. The Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGEcopy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."