Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") This Warrant and any Warrant issued upon transfer or any other securities issued in respect partial exercise of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, this Warrant shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (legend, in addition to any legend required under applicable state securities laws): THESE : “THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY OR OTHER JURISDICTION AND MAY NOT BE SOLD SOLD, PLEDGED, TRANSFERRED OR OFFERED FOR SALE OTHERWISE ASSIGNED IN VIOLATION OF SUCH ACT AND LAWS OR THE ABSENCE PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT.” Each Share certificate representing Warrant Shares shall bear the following legend: “THE SECURITIES LAW REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF COUNSEL FOR ANY STATE OR SATISFACTORY TO OTHER JURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED IN VIOLATION OF SUCH ACT AND LAWS OR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONPROVISIONS OF THIS WARRANT.” Upon request of the holder of a Share certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall issue to that holder a new certificate free of the foregoing legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after with such request, such holder provides the EcoScience Shares shall have been registered under Company with an opinion of counsel (including in-house counsel) reasonably acceptable to the Securities Act or shall Company to the effect that the securities evidenced by such certificate may be tradable sold without restriction under this Agreement Rule 144 (or any Rule or Regulation other rule permitting resales of securities without restriction) promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing the shares comprising the Company Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock splitshall, stock dividendexcept as otherwise provided herein, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND APPLICABLE STATE SECURITIES LAW OR LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR OR SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS NOT REQUIREDOTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. IN ADDITION, THESE SECURITIES ARE SUBJECT THE HOLDER OF THIS SECURITY IS ENTITLED TO RESTRICTIONS ON TRANSFER CONTAINED CERTAIN REGISTRATION RIGHTS SET FORTH IN A STOCK PURCHASE REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 4AS OF MAY __, 1998, A COPY OF WHICH IS ON FILE AT MAY BE OBTAINED FROM THE COMPANY'S OFFICES. At any time after SECRETARY OF THE CORPORATION." A certificate shall not bear such legend if in the EcoScience Shares shall have been registered opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or shall be tradable without restriction under this Agreement if such securities have been sold pursuant to Rule 144 or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendan effective registration statement.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") Registrable Securities ------------------ shall, except as otherwise provided in this Section 2 or any other securities issued in respect of the EcoScience Shares upon any stock splitSection 3, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO COVERING SUCH SECURITIES UNDER THE SECURITIES LAW ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) AN OPINION OF COUNSEL, WHICH MAY BE THE IN-HOUSE COUNSEL FOR OR PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH AN EXEMPTION FROM REGISTRATION THEREUNDER IS NOT REQUIREDAVAILABLE. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if (i) there is an effective registration statement covering the securities represented by such certificate, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after or (ii) with such request, the EcoScience Shares Company shall have been registered under received either the Securities Act opinion referred to in Section 3(i) or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend"no-action" letter referred to in Section 3(ii).

Restrictive Legend. Each certificate representing The Purchaser acknowledges and agrees that, until such time as the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate Securities shall have been registered under the Securities Act) Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be stamped or otherwise imprinted with required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities laws): form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS1933, AS AMENDED. THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW UNDER SAID ACT OR AN OPINION OF COUNSEL FOR OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT SHALL NO LONGER BE REQUIRED. IN ADDITION, THESE The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE UNDER AN ASSET SALE AGREEMENT DATED DECEMBER 4NOVEMBER 20, 19982002, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICESPRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. At any time From and after the EcoScience Shares shall have been registered under the Securities Act or November 20, 2003, Purchaser shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under entitled at no cost to secure from the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for Company replacement certificates that do not contain the foregoing bear this legend.

Restrictive Legend. Each This Warrant and each certificate ------------------ representing (i) the shares comprising the Stock Consideration Warrant Shares or (the "EcoScience Shares"ii) or any other securities issued in respect of the EcoScience Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act of 1933 (the "Act")) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE ), and shall be subject to the provisions thereof. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, (THE "ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY STATE, AND MAY NOT BE SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAW LAWS, OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS AND QUALIFICATION ARE NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT REQUIRED UNLESS SOLD PURSUANT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT RULE 144 UNDER THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendACT.

Restrictive Legend. Each certificate representing (i) the shares comprising the Stock Consideration Shares, ------------------ and (the "EcoScience Shares"ii) or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend legends in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT"). THEY SUCH SHARES MAY NOT BE SOLD SOLD, TRANSFERRED OR OFFERED FOR SALE PLEDGED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO OR UNLESS THE SECURITIES LAW OR COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) OR SATISFACTORY OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED A MARKET STAND-OFF AGREEMENT IN THE EVENT OF A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998PUBLIC OFFERING, A COPY OF WHICH IS ON FILE AT WITH THE SECRETARY OF THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend."

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Merger Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in bear substantially the following form legend (in addition to any legend legends required under applicable state securities laws): THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS1933, AS AMENDED. THEY THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE SHARES ARE FURTHER SUBJECT TO CERTAIN CONTRACTUAL RESTRICTIONS WHICH IMPACT THE ABILITY TO SELL OR TRANSFER SUCH SHARES. And with respect to Affiliates of Company, shall bear the following additional legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT APPLIES, AND MAY ONLY BE TRANSFERRED (1) IN CONFORMITY WITH RULE 145, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS STATEMENT, OR (3) IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY ISSUER, IN FORM AND SUBSTANCE TO THE COMPANY EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION IS NOT REQUIREDUNDER THE SECURITIES ACT OF 1933. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or The legends contained in this Section 6.9(h) shall be tradable without restriction under removed from a certificate in connection with any sale in compliance with the terms of this Agreement and pursuant to the resale Registration Statement or any pursuant to Rule or Regulation 144 promulgated under the Securities Act1933 Act (if accompanied by any legal opinion reasonably required by the Purchaser), Seller shall, at but shall not be removed in any other circumstance without Purchaser's request, exchange the certificates held by Purchaser for certificates that do prior written consent (which consent shall not contain the foregoing legendbe unreasonably withheld or delayed and shall be granted if such legend is no longer appropriate).

Restrictive Legend. Each certificate representing (i) this ------------------ Warrant, (ii) the shares comprising of Common Stock issued upon exercise of the Stock Consideration Warrant and (the "EcoScience Shares"iii) or any other securities issued in respect of the EcoScience Shares such shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation dividend or similar eventevent (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4(c) below or unless the such securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (legend, in addition to any legend required under applicable state securities laws): : THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY STATE APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES LAWS. THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW ACT AND SUCH APPLICABLE BLUE SKY LAWS OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM. IN ADDITIONUpon request of a holder of a certificate with such legend imprinted thereon, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend therefrom or, 1998if appropriate, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At issue to such holder a new certificate therefor free of any time after transfer legend, if, with such request, the EcoScience Shares Company shall have been registered under received either the Securities Act opinion referred to in Section 4(c)(i) or shall the "no-action" letter referred to in Section 4(c)(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will be tradable without restriction under this Agreement or any Rule or Regulation promulgated under exempt from the registration and/or qualification requirements of, and that such legend is not required in order to establish compliance, with the Securities Act, Seller shalland if applicable, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendany state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. Each certificate representing (a) this Warrant, (b) the shares comprising of Common Stock or other securities issued upon exercise of the Stock Consideration Warrant and (the "EcoScience Shares"c) or any other securities issued in respect of the EcoScience Shares such shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (collectively the "Restrictive Securities"), shall (unless otherwise permitted by the provisions of Section 9.4 below or unless the such securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (legend, in addition to any legend required under applicable state securities laws): THESE SECURITIES : THIS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after with such request, the EcoScience Shares Corporation shall have been registered under received either the Securities Act opinion referred to in Section 9.4(a) or shall the "no-action" letter referred to in Section 9.4(b) to the effect that any transfer by such holder of the securities evidenced by such certificate will be tradable without restriction under this Agreement or any Rule or Regulation promulgated under exempt from the registration and/or qualification requirements of, and that such legend is not required in order to establish compliance with, the Securities Act, Seller shalland if applicable, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendany state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. Each certificate representing (a) the shares comprising Convertible Shares, (b) the Stock Consideration Ordinary Shares issued upon conversion of the Convertible Shares, or (the "EcoScience Shares"c) or any other securities issued in respect of the EcoScience Convertible Shares or the Ordinary Shares issued upon conversion of the Convertible Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (collectively, the "Restricted Securities"), shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities ActAct or sold pursuant to Rule 144 or Regulation A thereunder) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM SUCH REGISTRATION IS NOT REQUIREDUNDER SAID ACT. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4SRGL shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares with such request, SRGL shall have been registered under received the opinion referred to in Section 6.10 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendand applicable state securities Laws.

Restrictive Legend. Each certificate representing the shares comprising the Parent Common Stock Consideration (the "EcoScience Shares") shall, except as otherwise provided in this Section 2 or any other securities issued in respect of the EcoScience Shares upon any stock splitSection 3, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND APPLICABLE STATE SECURITIES LAW OR LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR OR SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS NOT REQUIREDOTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. IN ADDITION, THESE SECURITIES ARE THE HOLDER OF THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AN INVESTMENT AGREEMENT DATED DECEMBER 4AS OF MAY 18, 19982000, A COPY COPIES OF WHICH IS ON FILE AT MAY BE OBTAINED FROM THE COMPANY'S OFFICES. At any time after SECRETARY OF THE CORPORATION." Such certificates shall not bear such legend if in the EcoScience Shares shall have been registered opinion of counsel satisfactory to Parent the securities being sold thereby may be publicly sold without registration under the Securities Act and applicable state securities laws or shall be tradable without restriction under this Agreement if such securities have been sold pursuant to Rule 144 or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendan effective registration statement.

Restrictive Legend. Each certificate representing the shares comprising the Sipex Common Stock Consideration (the "EcoScience Shares") ------------------ shall, except as otherwise provided in this Section 2 or any other securities issued in respect of the EcoScience Shares upon any stock splitSection 3, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND APPLICABLE STATE SECURITIES LAW OR LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR OR SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS NOT REQUIREDOTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. IN ADDITION, THESE SECURITIES ARE THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS AND SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED SALE, PLEDGE OR DISPOSITION OF THIS SECURITY AS SET FORTH IN A STOCK PURCHASE REGISTRATION RIGHTS AGREEMENT AND AN INVESTMENT AGREEMENT DATED DECEMBER 4AS OF OCTOBER __, 19981999, A COPY COPIES OF WHICH IS ON FILE AT MAY BE OBTAINED FROM THE COMPANY'S OFFICES. At any time after CLERK OF THE CORPORATION." Such certificates shall not bear such legend if in the EcoScience Shares shall have been registered opinion of counsel satisfactory to Sipex the securities being sold thereby may be publicly sold without registration under the Securities Act and applicable state securities laws or shall be tradable without restriction under this Agreement if such securities have been sold pursuant to Rule 144 or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendan effective registration statement.

Restrictive Legend. Each certificate representing Share Certificate and each Warrant Certificate issued by the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with Company will bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE terms: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THEY , AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION OR QUALIFICATION PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAW LAWS OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONAPPLICABLE EXEMPTIONS THEREFROM." All of the restrictions imposed by this Section 1.04 upon the transferability of the Common Shares, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4Warrants and Warrant Shares shall cease and terminate as to any particular Common Share, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Warrant or Warrant Share when such Common Shares or Warrant Shares shall have been effectively registered under the Securities Act and applicable state securities laws and sold by the holder thereof in accordance with such registration or sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. Whenever the restrictions imposed by this Section 1.04 shall terminate as to any Common Share, Warrant or Warrant Share as hereinabove provided, the holder thereof shall be tradable entitled to receive from the Company, without restriction under this Agreement expense, a new certificate evidencing such Common Share, Warrant or any Rule Warrant Share not bearing the restrictive legend otherwise required to be borne by a certificate evidencing such Common Share, Warrant or Regulation promulgated Warrant Share; provided that the Company may require an opinion of counsel reasonably satisfactory to it to the effect that no legend is required under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendAct and applicable state securities laws or foreign securities laws.

Restrictive Legend. Each certificate representing the shares comprising the of Restricted Stock Consideration (the "EcoScience Shares") as initially sold to you, and, except as otherwise provided in Section 3, each certificate issued upon exchange or transfer of any other securities issued in respect of the EcoScience Shares upon any stock splitRestricted Stock, stock dividend, recapitalization, merger, consolidation has been or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "FEDERAL ACT"), OR ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THEY THE SHARES MAY NOT BE SOLD SOLD, TRANSFERRED, OR OFFERED FOR SALE OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ABSENCE OF FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND LAWS; IN THE SECURITIES LAW OR CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE RECEIVED AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendSHARES."

Restrictive Legend. Each certificate representing the shares comprising the Common Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, event shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT NO TRANSFER OF SAID SECURITIES SHALL BE SOLD OR OFFERED FOR SALE PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT AS UNDER THE ACT AND ANY APPLICABLE STATE LAWS COVERING THE SHARES PROPOSED TO THE SECURITIES LAW BE TRANSFERRED OR (II) AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION IS NOT REQUIREDREQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE LAWS. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if (x) with such request, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares Company shall have been registered under received either an opinion referred to in Section 3 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under and applicable state securities laws, (y) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities represented by such certificate for a period of at least two years. The Company will use its reasonable best efforts to assist any holder in complying with the provisions of this Agreement or any Rule or Regulation promulgated under Section 2 for removal of the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendlegend set forth above.

Restrictive Legend. Each certificate representing (a) the Notes, (b) the Preferred Shares, (c) shares comprising of the Common Stock Consideration issued upon conversion of any Note and/or Preferred Share, and (the "EcoScience Shares"d) or any other securities issued in respect of the EcoScience Notes, the Preferred Shares or Common Stock issued upon conversion of any Note and/or Preferred Share upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (each of the foregoing securities in (a) through (d) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted or unless by the securities evidenced by such certificate shall have been registered under the Securities Actprovisions of Section 8.3 below) be stamped or otherwise imprinted with a legend substan tially in substantially the following form (in addition to any the legend required under any applicable state securities laws): THESE SECURITIES HAVE THE [SHARES] [NOTE] REPRESENTED BY THIS CERTIFI CATE [HAVE] [HAS] BEEN ACQUIRED FOR INVESTMENT AND [HAVE] [HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH [SHARES] [NOTE] MAY NOT BE SOLD OR OFFERED FOR SALE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS SUCH REGISTRATIONS OR EXEMPTIONS THERE FROM UNDER SAID ACT OR LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF [THESE SHARES] [THIS NOTE] AND RESTRICTING [THEIR] [ITS] TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECURITIES LAW OR AN OPINION SECRETARY OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience The Warrant Shares upon any stock splitshall be represented by certificates, stock dividendand, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless by the securities evidenced by such certificate provisions of this §8.2, shall have been registered under the Securities Act) be stamped or otherwise imprinted marked with a legend in reading substantially the following form (in addition to any legend required under applicable state securities laws): THESE as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE 1933, AS AMENDED. THE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OFFERED FOR SALE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR THE SECURITIES LAW UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL FOR OR SATISFACTORY IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO BE MADE IN ADDITION, THESE COMPLIANCE WITH APPLICABLE STATE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICESLAWS. At If a registration statement covering the Warrant or any time after the EcoScience Warrant Shares shall have been registered become effective under the Securities Act and under any applicable state securities laws, or if the Company shall be tradable receive an opinion of counsel reasonably satisfactory to the Company (which shall include counsel to the Company and counsel to the original Holder of the Warrant) that, in the opinion of such counsel, such legend is not required (including, without restriction under this Agreement or any limitation, because of the availability of an exemption afforded by Rule or Regulation promulgated 144(b) under the Securities Act), Seller the Company shall, at Purchaser's requestor shall instruct its transfer agents and registrars to, exchange remove such legend or issue new Warrants or certificates without such legend. Upon the certificates held by Purchaser for certificates that do not contain reasonable written request of a Holder, the foregoing legendCompany shall forthwith request counsel to render an opinion with respect to the matters covered in this paragraph, and the Company shall pay all expenses in connection with such matters.

Restrictive Legend. Each certificate The certificates or instruments representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, ------------------ all Subscription Securities shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with bear a legend in substantially the following form (form: "The securities represented by this Certificate are subject to additional restrictions on transfer and certain other agreements set forth in addition a Stockholders Agreement dated as of July 30, 1999 among SMTC Corporation and certain stockholders thereof, a copy of which may be obtained without charge by the holder hereof at the Company's principal place of business." The certificates or instruments representing all Subscription Securities sold to any Subscribers making the warranty in Section 3.3.1 shall bear a legend required under applicable state in substantially the following form: "The securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONrepresented by this certificate were originally issued on May 18, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 42000, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities laws and may not be sold or transferred in the absence of an effective registration statement under the Act and applicable state securities laws or an exemption from registration thereunder." The certificates or instruments representing all Subscription Securities sold to Subscribers making the warranty in Section 3.3.2 shall be tradable without restriction under bear a legend in the following form: "The securities represented by this Agreement or any Rule or certificate were originally issued on May 18, 2000 in reliance on Regulation promulgated S under the Securities Act of 1933, as amended (the "Act"), Seller shalland may not be sold or transferred except in accordance with the provisions of Regulation S, at Purchaser's request, exchange or pursuant to an available exemption from registration. Hedging transactions involving the certificates held securities represented by Purchaser for certificates that do this certificate may not contain be conducted unless in compliance with the foregoing legendAct."

Restrictive Legend. Each certificate representing the shares comprising the Preferred Stock, Conversion Shares or Restricted Stock Consideration (the "EcoScience Shares") shall, except as otherwise provided in this Section 2 or any other securities issued in respect of the EcoScience Shares upon any stock splitSection 3, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR SUCH SECURITIES UNDER THE SECURITIES LAW ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN OPINION EXEMPTION FROM THE REGISTRATION PROVISIONS OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONSECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.” A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company (it being agreed that Xxxxxxxxxx, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4Xxxxxxx & Xxxxxxx, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after PC shall be satisfactory) the EcoScience Shares shall have been registered securities represented thereby may be publicly sold without registration under the Securities Act or shall be tradable without restriction under this Agreement or and any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendapplicable state securities laws.

Restrictive Legend. Each certificate representing (i) the shares comprising the Stock Consideration of Series A Preferred, or (the "EcoScience ii) Series A Conversion Shares", or (iii) or any other securities issued in respect of the EcoScience Shares shares of Series A Preferred or the Series A Conversion Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventAdjustment Event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES LAW UNDER SUCH ACT OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONREQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS Upon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if with such request, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares Company shall have been registered under received either the opinion referred to in Section 7.3(i) or the "no-action" letter referred to in Section 7.3(ii), to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendand applicable state securities laws.

Restrictive Legend. Each certificate representing Unless there is a Registration Statement or the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall Company and its transfer agent have been registered under provided with an opinion of legal counsel, in form and substance reasonably acceptable to the Securities Act) Company and its transfer agent, to the effect that such restrictive legend is not required, the Conversion Shares will be stamped or otherwise imprinted endorsed with a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR ANY STATE (THE "SECURITIES LAWS. THEY ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OFFERED FOR SALE EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE ABSENCE OF SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT TRANSFEROR TO SUCH REGISTRATION IS NOT REQUIREDEFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED MAY NOT BE CONDUCTED UNLESS IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT COMPLIANCE WITH THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendSECURITIES ACT.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Restricted Securities Act) will be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL (EXCEPT IN TRANSACTIONS IN COMPLIANCE WITH RULE 144(K) UNDER THE SECURITIES ACT AND EXCEPT FOR OR TRANSFERS OF SHARES TO AN AFFILIATE OF A HOLDER), WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE COMPANY ISSUER AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER THE SECURITIES ACT. IN ADDITION, COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES ARE SUBJECT SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY THE SECRETARY OF WHICH IS ON FILE THE CORPORATION AT THE COMPANY'S OFFICESPRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. At Upon request of a Holder of such a certificate, the Company will remove the foregoing legend from the certificate or issue to such Holder a new certificate therefor free of any time after transfer legend, if, (i) such legend is no longer required pursuant to Rule 144(k), or (ii) with such request, the EcoScience Shares shall Company will have been registered under received either the opinion referred to in Section 4.3(i), if reasonably requested, or the “no-action” letter referred to in Section 4.3(ii) to the effect that any transfer by such Holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendand applicable state securities laws.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") Registrable Securities issued, and, except as otherwise provided in Section 4, each certificate issued upon exchange or transfer of any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventRegistrable Securities, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “FEDERAL ACT”), OR ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THEY THE SHARES MAY NOT BE SOLD SOLD, TRANSFERRED, OR OFFERED FOR SALE OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ABSENCE OF FEDERAL ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND LAWS; IN THE SECURITIES LAW OR CASE OF RELIANCE UPON AN EXEMPTION, GOLDLEAF MUST HAVE RECEIVED AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendSHARES.”

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") Registrable Securities issued, and, except as otherwise provided in Section 5, each certificate issued upon exchange or transfer of any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventRegistrable Securities, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "FEDERAL ACT"), OR ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THEY THE SHARES MAY NOT BE SOLD SOLD, TRANSFERRED, OR OFFERED FOR SALE OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ABSENCE OF FEDERAL ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND LAWS; IN THE SECURITIES LAW OR CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE RECEIVED AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendSHARES."

Restrictive Legend. Each certificate representing the shares comprising the Common Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, event shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THEY MAY NOT NO TRANSFER OF SAID SECURITIES SHALL BE SOLD OR OFFERED FOR SALE PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT AS UNDER THE ACT AND ANY APPLICABLE STATE LAWS COVERING THE SHARES PROPOSED TO THE SECURITIES LAW BE TRANSFERRED OR (II) AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION IS NOT REQUIREDREQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE LAWS. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if (x) with such request, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares Company shall have been registered under received either an opinion referred to in (II) of the above legend to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under and applicable state securities laws, (y) in accordance with Rule 144(k), such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities represented by such certificate for a period of at least two years. The Company will use its best efforts to assist any holder in complying with the provisions of this Agreement or any Rule or Regulation promulgated under Section 2 for removal of the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendlegend set forth above.

Restrictive Legend. Each certificate representing the shares comprising the Series D Preferred Shares or Restricted Stock Consideration (the "EcoScience Shares") shall, except as otherwise provided in this Section 2 or any other securities issued in respect of the EcoScience Shares upon any stock splitSection 3, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE IN THE ABSENCE OF OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR SUCH SECURITIES UNDER THE SECURITIES LAW ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN OPINION EXEMPTION FROM THE REGISTRATION PROVISIONS OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONSECURITIES ACT OF 1933, THESE AS AMENDED, AND APPLICABLE STATE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN LAWS." A STOCK PURCHASE AGREEMENT DATED DECEMBER 4certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company (it being agreed that Testa, 1998Hurwitz & Thibeault, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after LLP shall be satisfactory) the EcoScience Shares shall have been registered securities xxxxxsexxxx xxerexx xxx xx publicly sold without registration under the Securities Act or shall be tradable without restriction under this Agreement or and any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendapplicable state securities laws.

Restrictive Legend. Each certificate representing (i) the shares comprising the Stock Consideration ------------------ Shares, and (the "EcoScience Shares"ii) or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend legends in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT"). THEY SUCH SHARES MAY NOT BE SOLD SOLD, TRANSFERRED OR OFFERED FOR SALE PLEDGED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO OR UNLESS THE SECURITIES LAW OR COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) OR SATISFACTORY OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED A MARKET STAND-OFF AGREEMENT IN THE EVENT OF A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998PUBLIC OFFERING, A COPY OF WHICH IS ON FILE AT WITH THE SECRETARY OF THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend."

Restrictive Legend. Each certificate representing (i) this ------------------ Warrant, (ii) the shares comprising of Common Stock issued upon exercise of the Stock Consideration Warrant and (the "EcoScience Shares"iii) or any other securities issued in respect of the EcoScience Shares such shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation dividend or similar eventevent (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4(c) below or unless the such securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (legend, in addition to any legend required under applicable state securities laws): THESE : THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITIONUpon request of a holder of a certificate with such legend imprinted thereon, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend therefrom or, 1998if appropriate, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At issue to such holder a new certificate therefor free of any time after transfer legend, if, with such request, the EcoScience Shares Company shall have been registered under received either the Securities Act opinion referred to in Section 4(c)(i) or shall the "no-action" letter referred to in Section 4(c)(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will be tradable without restriction under this Agreement or any Rule or Regulation promulgated under exempt from the registration and/or qualification requirements of, and that such legend is not required in order to establish compliance with the Securities Act, Seller shalland if applicable, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendany state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. (a) Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Actthis Agreement) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities lawslaws or otherwise): THESE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE SALE, SOLD, DELIVERED AFTER SALE, ASSIGNED, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO XXXXX XXXXXXX ENTERPRISES, INC. (THE COMPANY THAT “COMPANY”), SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE ANY TRANSFER OF THE SECURITIES ARE REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH IN A STOCK PURCHASE AGREEMENT THE AMENDED AND RESTATED CHARTER OF THE COMPANY AND IN THE SHAREHOLDERS AGREEMENT, DATED DECEMBER 4AS OF FEBRUARY 7, 19982005, A COPY BY AND AMONG THE COMPANY AND CERTAIN OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendITS SHAREHOLDERS.”

Restrictive Legend. Each certificate representing the shares comprising the Preferred Stock Consideration (the "EcoScience Shares") or any other securities issued ------------------ shall, except as otherwise provided in respect of the EcoScience Shares upon any stock splitthis Section 2, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD TRANSFERRED OR OFFERED FOR SALE OTHERWISE DISPOSED OF UNLESS THE SHARES (A) HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS, (B) ARE TRANSFERABLE PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR (C) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH ARE TRANSFERABLE PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION IS NOT REQUIRED. IN ADDITIONUNDER THE SECURITIES ACT." A certificate shall not bear such legend, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4or such legend shall be promptly removed, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after if in the EcoScience Shares shall have been registered opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or shall be tradable without restriction under this Agreement or any the Holder provides the Company with a certificate that such Holder satisfies all the requirements of Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend144 (k).

Restrictive Legend. Each certificate representing Unless there is a Registration Statement or the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall Company and its transfer agent have been registered under provided with an opinion of legal counsel, in form and substance reasonably acceptable to the Securities Act) Company and its transfer agent, to the effect that such restrictive legend is not required, the Warrant Shares will be stamped or otherwise imprinted endorsed with a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR ANY STATE (THE "SECURITIES LAWS. THEY ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OFFERED FOR SALE EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE ABSENCE OF SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT TRANSFEROR TO SUCH REGISTRATION IS NOT REQUIREDEFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED MAY NOT BE CONDUCTED UNLESS IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT COMPLIANCE WITH THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendSECURITIES ACT.

Restrictive Legend. Each certificate representing the shares comprising Shares and each certificate representing the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Underlying Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with will contain a legend in substantially to the following form effect (in addition to any legend legends required under applicable state securities laws): THESE ). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE SOLD DIRECTLY OR OFFERED FOR SALE IN THE ABSENCE INDIRECTLY OFFERED, SOLD, TRANSFERRED, ENCUMBERED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT AS FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, INCLUDING RULE 144, SUBJECT TO THE SECURITIES LAW COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL FOR COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEACH OF THEM. IN ADDITIONTo the extent that the circumstances or provisions requiring the above legend have ceased to be effective, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under Company will upon request reissue certificates without the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing (i) the Shares, and (ii) shares comprising of the Company's Common Stock Consideration issued upon conversion of the Preferred Stock, and (the "EcoScience Shares"iii) or any other securities issued in respect of the EcoScience Shares Shares, or the Common Stock issued upon any stock splitconversion of the Preferred Stock, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER THE ACT. IN ADDITION, COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES ARE SUBJECT SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY THE SECRETARY OF WHICH IS ON FILE THE CORPORATION AT THE COMPANY'S OFFICESPRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. At Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any time after transfer legend, if, with such request, the EcoScience Shares Company shall have been registered under received either the opinion referred to in Section 4(a) or the "no-action" letter referred to in Section 4(b) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be tradable without restriction under this Agreement or required, and provided that the Company shall not be obligated to remove any Rule or Regulation promulgated such legends prior to the date of the release of the lock-up provisions set forth in Section 15 hereof following the initial public offering of the Company's Common Stock under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing (i) this Warrant, (ii) the shares comprising of Common Stock issued upon exercise of the Stock Consideration Warrant and (the "EcoScience Shares"iii) or any other securities issued in respect of the EcoScience Shares such shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation dividend or similar eventevent (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4(c) below or unless the such securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (legend, in addition to any legend required under applicable state securities laws): : THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY 1933, AS AMENDED, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OFFERED FOR SALE IN THE ABSENCE OF HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION STATEMENT AS TO THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE SECURITIES LAW OR COMPANY HAS RECEIVED AN OPINION OF COUNSEL FOR OR COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONUpon request of a holder of a certificate with such legend imprinted thereon, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend therefrom or, 1998if appropriate, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At issue to such holder a new certificate therefor free of any time after transfer legend, if, with such request, the EcoScience Shares Company shall have been registered under received the Securities Act or shall opinion referred to in Section 4(c) to the effect that any transfer by such holder of the securities evidenced by such certificate will be tradable without restriction under this Agreement or any Rule or Regulation promulgated under exempt from the registration and/or qualification requirements of, and that such legend is not required in order to establish compliance with the Securities Act, Seller shalland if applicable, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendany state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or The Warrant and any other securities issued in respect Shares obtained upon exercise of the EcoScience Shares upon any stock splitthis Warrant shall be represented by certificates, stock dividendand, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless by the securities evidenced by such certificate provisions of thisss.9.2, shall have been registered under the Securities Act) be stamped or otherwise imprinted marked with a legend in reading substantially the following form (in addition to any legend required under applicable state securities laws): THESE as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD OR OFFERED FOR SALE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY EXEMPTION THEREFROM UNDER SUCH ACT AND ANY SUCH LAWS THAT MAY BE APPLICABLE AND ARE TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED IN THE WARRANT PURSUANT TO THE COMPANY THAT WHICH SUCH REGISTRATION IS NOT REQUIREDSECURITIES WERE ISSUED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At If a registration statement covering this Warrant or any time after the EcoScience Shares obtained upon exercise of this Warrant shall have been registered become effective under the Securities Act and under any applicable state securities laws, or if the Company shall be tradable receive an opinion of counsel reasonably satisfactory to the Company (which shall include counsel to the Company and counsel to the original Holder of this Warrant) that, in the opinion of such counsel, such legend is not required (including, without restriction under this Agreement or any limitation, because of the availability of an exemption afforded by Rule or Regulation promulgated 144 under the Securities Act), Seller the Company shall, at Purchaser's requestor shall instruct its transfer agents and registrars to, exchange remove such legend or issue new Warrants or certificates without such legend. Upon the certificates held by Purchaser for certificates that do not contain reasonable written request of a Holder, the foregoing legendCompany shall forthwith request counsel to render an opinion with respect to the matters covered in this paragraph, and the Company shall pay all expenses in connection with such matters.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") Shares or any other securities issued in respect of the EcoScience Warrant Shares upon any stock splitshall, stock dividendexcept as otherwise provided below, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION FROM REGISTRATION IS NOT REQUIREDAVAILABLE. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE REGISTRATION RIGHTS AGREEMENT BY AND AMONG SENTO CORPORATION (THE "COMPANY") AND CERTAIN SHAREHOLDERS OF THE COMPANY, DATED DECEMBER 4AS OF , 19981999, A COPY OF WHICH IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY'S OFFICES. At A certificate shall not bear such legend if (a) in the opinion of counsel satisfactory to the Company the securities represented thereby may, at such time, be publicly sold without registration under the Securities Act in accordance with the provisions of Rule 144 or any time after the EcoScience Shares shall have been registered other rule thereunder permitting public sale without registration under the Securities Act or shall (b) upon a transfer by a Shareholder of the securities represented thereby, in the opinion of counsel satisfactory to the Company, such securities may be tradable transferred in a public sale without restriction registration under this Agreement or the Securities Act and the transferee and any Rule or Regulation promulgated subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience The Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have not been registered under the Securities Act) Act and may not be stamped resold in the United States unless registered or otherwise imprinted with an exemption from registration is available. Company is required to refuse to register any transfer of the Shares not made pursuant to registration under the Act or an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS. THEY , AND, UNLESS SO REGISTERED, MAY NOT BE SOLD OFFERED OR OFFERED FOR SALE SOLD, DIRECTLY OR INDIRECTLY, IN THE ABSENCE OF UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW ACT OR AN OPINION AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDACT. IN ADDITION, THESE HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED MAY NOT BE CONDUCTED UNLESS IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4COMPLIANCE WITH THE ACT. Share certificates will be issued without such legend or at Purchaser’s option issue electronic delivery at the applicable balance account at DTC, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after if either (i) the EcoScience Shares shall have been are registered for resale under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange or (ii) Purchaser provides an opinion of its counsel to the certificates held by Purchaser for certificates effect that do not contain the foregoing Shares may be issued without restrictive legend.

Restrictive Legend. Each certificate representing (a) this Warrant, (b) the shares comprising of Common Stock or other securities issued upon exercise of the Stock Consideration Warrant and (the "EcoScience Shares"c) or any other securities issued in respect of the EcoScience Shares such shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 8.4 below or unless the such securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (legend, in addition to any legend required under applicable state securities laws): THESE SECURITIES : THIS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after with such request, the EcoScience Shares Corporation shall have been registered under received either the Securities Act opinion referred to in Section 8.4(a) or shall the "no-action" letter referred to in Section 8.4(b) to the effect that any transfer by such holder of the securities evidenced by such certificate will be tradable without restriction under this Agreement or any Rule or Regulation promulgated under exempt from the registration and/or qualification requirements of, and that such legend is not required in order to establish compliance with, the Securities Act, Seller shalland if applicable, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendany state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") Shares and, except as otherwise provided in Section 3 hereof, each certificate issued upon exchange or transfer of any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventShares, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. NO DISPOSITION OF THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE MADE UNLESS (i) A REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW OR AN ACT AND APPLICABLE STATE SECURITIES LAWS IS THEN IN EFFECT WITH RESPECT THERETO, (ii) A WRITTEN OPINION OF COUNSEL FOR OR REASONABLY SATISFACTORY TO THE COMPANY FROM COUNSEL FOR THE COMPANY OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE COMPANY HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE REQUIRED OR (iii) A "NO-ACTION" LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendAND EXCHANGE COMMISSION.

Restrictive Legend. Each certificate All stock certificates representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect upon exercise of the EcoScience Shares upon any stock splitOption shall, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless determined by the securities evidenced by such certificate shall Board, have been registered under the Securities Act) be stamped or otherwise imprinted with affixed thereto a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT AMONG EPL HOLDINGS, INC., EPL INTERMEDIATE, INC. AND CERTAIN MINORITY STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS1933. THEY THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OFFERED FOR SALE ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR THESE SHARES UNDER THE SECURITIES LAW ACT OF 1933 OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendREQUIRED UNDER SAID ACT."

Restrictive Legend. Each certificate representing Common Stock held by the shares comprising Series A Shareholders, the Stock Consideration (Series B Shareholders, the "EcoScience Shares") Executive Shareholders, or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Investors shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THEY MAY NOT NO TRANSFER OF SAID SECURITIES SHALL BE SOLD OR OFFERED FOR SALE PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT AS UNDER THE ACT AND ANY APPLICABLE STATE LAWS COVERING THE SHARES PROPOSED TO THE SECURITIES LAW BE TRANSFERRED OR (II) AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION IS NOT REQUIREDREQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE LAWS. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after (i) with such request, the EcoScience Shares Company shall have been registered under received either an opinion referred to in Section 3 hereof to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, or shall be tradable without restriction under (ii) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities represented by such certificate for a period of at least three years. The Company will use reasonable efforts to assist any holder in complying with the provisions of this Agreement or any Rule or Regulation promulgated under Section 2 for removal of the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendlegend set forth above.

Restrictive Legend. Each Bridge Note and certificate representing an Investor Warrant shall bear the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation following or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to such other restrictive legends as are required or deemed advisable under any legend required under applicable state securities lawslaw or any other agreement to which the Company is a party): THESE "THE TRANSFER OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS SECURITY HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW LAWS, OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend."

Restrictive Legend. Each Such Investor hereby consents to the placement of a legend on any certificate representing or other document evidencing the shares comprising Securities and, when issued, the Stock Consideration (the "EcoScience Warrant Shares") or any other , that such securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have not been registered under the Securities Act) be stamped Act or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. Such Investor is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OFFERED OTHERWISE DISTRIBUTED FOR SALE IN THE ABSENCE OF VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE SECURITIES LAW OR COMPANY RECEIVES AN OPINION OF COUNSEL FOR OR SATISFACTORY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.”

Restrictive Legend. Each certificate (a) The certificates representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) sold pursuant to this Subscription Agreement will be stamped or otherwise imprinted with (and, with respect to Shares held in book-entry form, the Company’s transfer agent will record on the share register) a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAWS. THEY MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OFFERED FOR SALE IN OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ABSENCE OF SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW OR ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL FOR OR REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE UNDER THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendACT AND SUCH OTHER APPLICABLE LAWS."

Restrictive Legend. Each certificate representing (i) the shares comprising the Stock Consideration Shares, and (the "EcoScience Shares"ii) or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend legends in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT"). THEY SUCH SHARES MAY NOT BE SOLD SOLD, TRANSFERRED OR OFFERED FOR SALE PLEDGED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO OR UNLESS THE SECURITIES LAW OR COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) OR SATISFACTORY OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY IT STATING THAT SUCH SALE OR TRANSFER IS A EXEMPT FROM THE REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED A MARKET STAND-OFF AGREEMENT IN THE EVENT OF A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998PUBLIC OFFERING, A COPY OF WHICH IS A ON FILE AT WITH THE SECRETARY OF THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend."

Restrictive Legend. Each certificate Any certificates representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Company’s Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES written, stamped, or printed on the face or reverse thereof reading substantially as follows: THIS SHARE CERTIFICATE IS ISSUED ONLY TO AN INSURED OF THE COMPANY. THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR THE HOLDER’S OWN ACCOUNT, AND NOT BEEN REGISTERED UNDER WITH A VIEW TO THE SECURITIES ACT OF 1933 SALE OR ANY STATE SECURITIES LAWSTRANSFER THEREOF. THEY THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD SOLD, ASSIGNED, TRANSFERRED, GIFTED, HYPOTHECATED, PLEDGED OR OFFERED FOR SALE ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE ABSENCE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO SUBSCRIPTION AND SHAREHOLDERS AGREEMENT BETWEEN THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY'S OFFICES. At any time after PURSUANT TO THE LIABILITY RISK RETENTION ACT OF 1986, THE SHARES EVIDENCED BY THIS CERTIFICATE ARE EXEMPTED FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND STATE SECURITIES LAWS. ACCORDINGLY, NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS REVIEWED THE MERITS OF OR APPROVED THE ISSUANCE OF THESE SHARES. /// 4 Purchaser’s Initials Date Shares of the EcoScience Shares shall have been registered under Company may be issued without the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Actissuance of a share certificate, Seller shall, at Purchaser's request, exchange the certificates held as permitted by Purchaser for certificates that do not contain the foregoing legendapplicable law.

Restrictive Legend. Each This Warrant and each certificate representing (i) the shares comprising the Stock Consideration Warrant Shares or (the "EcoScience Shares"ii) or any other securities issued in respect of the EcoScience Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act of 1933 (the "Act")) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE ), and shall be subject to the provisions thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, (THE "ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY STATE, AND MAY NOT BE SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAW LAWS, OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS AND QUALIFICATION ARE NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT REQUIRED UNLESS SOLD PURSUANT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT RULE 144 UNDER THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendACT.

Restrictive Legend. Each certificate representing Investor acknowledges that the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall Securities delivered hereunder have not been registered under the Securities Act) be stamped , or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE , and that the Company in issuing the Securities will be relying upon, among other things, the Investors' representations and warranties contained in Article III, in concluding that such issuance does not require registration under the Securities Act and applicable state securities laws. In addition, each Investor is aware that the certificates representing the Shares shall contain the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE OTHER SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE THESE SECURITIES LAW UNDER SAID ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL FOR OR REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONREQUIRED OR WRITTEN ADVICE FROM THE SECURITIES AND EXCHANGE COMMISSION AND APPLICABLE STATE SECURITIES AGENCIES, THESE SECURITIES ARE SUBJECT OR A MEMBER OF THE STAFF THEREOF, THAT "NO ACTION" WOULD BE RECOMMENDED IF THE PROPOSED TRANSFER WERE TO RESTRICTIONS ON TRANSFER CONTAINED IN BE MADE WITHOUT THE FILING OF A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY REGISTRATION STATEMENT (OR ANY COMBINATION OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendFOREGOING).

Restrictive Legend. Each certificate representing (i) the shares comprising Series ------------------ - A Preferred, (ii) the Series B Preferred, (iii) the Series C Preferred, (iv) the -- --- -- Company's Common Stock Consideration issued upon conversion of the Series A, B or C Preferred, or (the "EcoScience Shares"iv) or any other securities issued in respect of the EcoScience Shares Series A, B or C Preferred -- or the Common Stock issued upon conversion of the Series A, B or C Preferred, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities ActAct or sold pursuant to Rule 144 or Regulation A thereunder) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM SUCH REGISTRATION IS NOT REQUIREDUNDER SAID ACT. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after with such request, the EcoScience Shares Company shall have been registered under received the opinion referred to in Section 8.4 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendand applicable state securities laws.

Restrictive Legend. Each In addition to the legends specified in the Debentures, in the case of the Conversion Shares, and the Warrants, in the case of the Warrant Shares, each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") Conversion Shares or any other securities issued in respect of the EcoScience Warrant Shares upon any stock splitshall, stock dividendexcept as otherwise provided below, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION FROM REGISTRATION IS NOT REQUIREDAVAILABLE. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE REGISTRATION RIGHTS AGREEMENT BY AND AMONG SENTO CORPORATION (THE "COMPANY") AND CERTAIN SHAREHOLDERS OF THE COMPANY, DATED DECEMBER 4AS OF , 19982003, A COPY OF WHICH IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY'S OFFICES. At A certificate shall not bear such legend if (a) in the opinion of counsel satisfactory to the Company, the securities represented thereby may, at such time, be publicly sold without registration under the Securities Act in accordance with the provisions of Rule 144 or any time after the EcoScience Shares shall have been registered other rule thereunder permitting public sale without registration under the Securities Act or shall (b) upon a transfer by a Holder of the securities represented thereby, in the opinion of counsel satisfactory to the Company, such securities may be tradable transferred in a public sale without restriction registration under this Agreement or the Securities Act and the transferee and any Rule or Regulation promulgated subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing the shares comprising the Common Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, event shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT NO TRANSFER OF SAID SECURITIES SHALL BE SOLD OR OFFERED FOR SALE PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT AS UNDER THE ACT AND ANY APPLICABLE STATE LAWS COVERING THE SHARES PROPOSED TO THE SECURITIES LAW BE TRANSFERRED OR (II) AN OPINION OF COUNSEL FOR OR REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION IS NOT REQUIREDREQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE LAWS. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if (x) with such request, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares Company shall have been registered under received either an opinion referred to in Section 3 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under and applicable state securities laws, (y) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities represented by such certificate for a period of at least two years. The Company will use its reasonable best efforts to assist any holder in complying with the provisions of this Agreement or any Rule or Regulation promulgated under Section 2 for removal of the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendlegend set forth above.

Restrictive Legend. Each Debenture and each certificate representing (i) the shares comprising the Stock Consideration Shares, or (the "EcoScience Shares"ii) or any other securities issued in respect of the EcoScience Shares upon pursuant to any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities ActAct of 1933) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONUpon request of Purchaser, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company or Wellsway shall remove the foregoing legend from the Debentures and/or the certificate or issue to Purchaser a new Debenture and/or certificate therefor free of any transfer legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after with such request, the EcoScience Shares Company (or Wellsway, as the case may be) shall have been registered under received either the opinion referred to in Section 8(d)(i) hereof or the "no-action" letter referred to in Section 8(d)(ii) hereof, or a combination of subsections (i) and (ii) thereof to the effect that any transfer by Purchaser of the securities evidenced by such Debenture and/or certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendof 1933.

Restrictive Legend. Each certificate representing The Holder understands that (a) the shares comprising the Stock Consideration Warrant and, (the "EcoScience Shares"b) or any other securities issued in respect of the EcoScience until such time as Exercise Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities 1933 Act) , if ever, or, may be stamped sold pursuant to Rule 144 or otherwise imprinted with another applicable exemption from registration under the 1933 Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Exercise Shares, shall bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): THESE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY THE SECURITIES AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, AND SUCH SECURITIES SHALL BE SOLD PURSUANT TO THE COMPANY THAT SUCH REGISTRATION STATEMENT, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. AVAILABLE IN ADDITIONCONNECTION WITH SUCH OFFER, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendSALE OR TRANSFER.”

Restrictive Legend. Each certificate representing (i) the shares comprising the Stock Consideration of Series A Preferred, or (the "EcoScience ii) Series A Conversion Shares", or (iii) or any other securities issued in respect of the EcoScience Shares shares of Series A Preferred or the Series A Conversion Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventAdjustment Event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES LAW UNDER SUCH ACT OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONREQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS Upon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if with such request, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares Company shall have been registered under received either the opinion referred to in Section 7.3(a)(i) or the "no-action" letter referred to in Section 7.3(a)(ii), to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendand applicable state securities laws.

Restrictive Legend. Each certificate representing Buyer acknowledges and agrees that the shares comprising certificates for the Stock Consideration (Initial Shares, the "EcoScience Adjustment Warrants, the Adjustment Shares") or any other securities issued in respect of , the EcoScience Warrants, and the Warrant Shares upon any stock splitand, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless until such time as the securities evidenced by such certificate shall Common Shares have been registered under the Securities Act) be stamped or otherwise imprinted with 1933 Act as contemplated by the Registration Rights Agreements, the certificates for the Common Shares shall bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such Securities): THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE 1933, AS AMENDED. THE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OFFERED FOR SALE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR THE SECURITIES LAW UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SAID ACT. IN ADDITIONOnce the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreements has been declared effective, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after thereafter (i) upon request of a Buyer the EcoScience Shares shall have been registered under Company will substitute certificates without the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser above-referenced legend for certificates that do for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such legend and promptly remove any stop-transfer restriction relating to such Common Shares, but in no event later than three Business Days after surrender of such certificates by such Buyer, and (ii) the Company shall not contain the foregoing legendplace any restrictive legend on certificates for any Common Shares issued or impose any stop-transfer restriction thereon.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with will contain a legend in substantially to the following form effect (in addition to any legend legends required under applicable state securities laws): THESE ). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE SOLD DIRECTLY OR OFFERED FOR SALE IN THE ABSENCE INDIRECTLY OFFERED, SOLD, TRANSFERRED, ENCUMBERED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT AS FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, INCLUDING RULE 144, SUBJECT TO THE SECURITIES LAW COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR AN OPINION OTHER DISPOSITION TO REQUIRE THE DELIVERY OF COUNSEL FOR REASONABLE AND CUSTOMARY CERTIFICATIONS AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEACH OF THEM. IN ADDITIONTo the extent that the circumstances or provisions requiring the above legend have ceased to be effective, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under Company will upon request reissue certificates without the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each Until otherwise permitted by this SECTION 4, each certificate representing the shares comprising the for Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferee of any such certificate, each certificate for any Warrant Stock Consideration (the "EcoScience Shares") or issued upon exercise of any other securities Warrant, each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, each certificate for any Other Securities issued in connection with the exercise of any Warrant, each certificate for any Other Securities issued to any subsequent transferee of any such certificate in respect thereof, each certificate for Interest Stock issued pursuant to the Loan Agreement and each certificate for Interest Stock issued to any subsequent transferee of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventsuch certificate in respect thereof, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION OR QUALIFICATION PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE FEDERAL AND STATE SECURITIES LAW LAWS OR UNLESS AN OPINION OF COUNSEL FOR OR REASONABLY SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend."

Restrictive Legend. Each note, certificate representing or other instrument evidencing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities Notes issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, by Company shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): forms: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE SOLD OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OFFERED FOR SALE OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES EVIDENCED BY THIS INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE TERMS OF A STOCK CERTAIN NOTE PURCHASE AGREEMENT DATED DECEMBER 4AS OF OCTOBER 19, 19982007 AMONG COMPANY, THE HOLDERS IDENTIFIED THEREIN, AND TCW ASSET MANAGEMENT COMPANY, AS ADMINISTRATIVE AGENT, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time OFFICES OF TCW ASSET MANAGEMENT COMPANY AND WILL BE FURNISHED BY TCW ASSET MANAGEMENT COMPANY TO THE HOLDER HEREOF UPON REQUEST." Notwithstanding the foregoing, the restrictive legend set forth above shall not be required after the EcoScience Shares date on which the securities evidenced by such note, certificate or other instrument bearing such restrictive legend no longer constitute Restricted Notes, and upon the request of the Holder of such Notes, Company, without expense to the Holder, shall have been registered under issue a new note, certificate or other instrument as applicable not bearing the Securities Act or shall restrictive legend otherwise required to be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendborne thereby.

Restrictive Legend. Each certificate representing (i) the shares comprising Preferred Shares, or (ii) the Stock Consideration Conversion Shares, or (the "EcoScience Shares"iii) or any other securities issued in respect of the EcoScience Preferred Shares or the Conversion Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONUpon request of a Holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after with such request, the EcoScience Shares Company shall have been registered under received either the opinion referred to in Section 8.4(i) or the "no-action" letter referred to in Section 8.4(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendand applicable state securities laws.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration any Buyer Shares and, except as otherwise provided in Section 4.6.3 hereof, each certificate issued upon exchange or transfer of any Buyer Shares (the "EcoScience Shares"whether or not such exchange or transfer shall constitute a Transfer) or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND MAY ONLY BE SOLD IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS. IN PARTICULAR, THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY 1933, AS AMENDED, AND MAY NOT BE SOLD TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE (1) UNLESS A REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW ACT OF 1933, AS AMENDED, WITH RESPECT TO SUCH SHARES SHALL THEN BE IN EFFECT OR UNLESS THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT ANY PROPOSED TRANSFER OR DISPOSITION OF SUCH SHARES IS EXEMPT FROM REGISTRATION IS NOT REQUIRED. UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (2) EXCEPT IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK ACCORDANCE WITH THE ASSET PURCHASE AGREEMENT DATED DECEMBER 4OCTOBER , 19981997 BETWEEN THE COMPANY AND FLOATING ARMS, INC., A COPY OF WHICH IS ON FILE WITH THE COMPANY AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendITS PRINCIPAL OFFICE."

Restrictive Legend. Each certificate representing for Warrant Shares initially issued upon the shares comprising the Stock Consideration (the "EcoScience Shares") or exercise of this Warrant, and each certificate for Warrant Shares issued to any other securities issued in respect subsequent transferee of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventsuch certificate, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: “THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO SAID ACT AND SUCH LAWS; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER CONTAINED IN A STOCK PURCHASE OR RESALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SAID ACT AND SUCH LAWS AND THE RECIPIENT OF SUCH TRANSFER OR SALE EXECUTES AN AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS WITH THE COMPANY OBLIGATING IT TO ABIDE BY COMPARABLE RESTRICTIONS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendTRANSFER AND RESALE.”

Restrictive Legend. Each certificate representing (i) the Shares, and any additional shares comprising the of Common Stock Consideration acquired pursuant to Section 7.1 (the "EcoScience Shares"which will have not been registered under all federal securities laws) or (ii) any other securities issued in respect of the EcoScience Shares foregoing upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 l933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR THE AVAILABILITY OF AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION FROM REGISTRATION IS NOT REQUIREDUNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if with such request, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares Company shall have been registered under received either the opinion referred to in Section 8.4(i) or the "no-action" letter referred to in Section 8.4(a)(ii), to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendand applicable state securities laws.

Restrictive Legend. Each certificate representing (a) this Warrant, (b) the shares comprising of Common Stock or other securities issued upon exercise of the Stock Consideration Warrant and (the "EcoScience Shares"c) or any other securities issued in respect of the EcoScience Shares such shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (collectively, the "Restricted Securities") , shall (unless otherwise permitted by the provisions of Section 8.4 below or unless the such securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (legend, in addition to any legend required under applicable state securities laws): THESE SECURITIES : THIS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITIONUpon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after with such request, the EcoScience Shares Corporation shall have been registered under received either the Securities Act opinion referred to in Section 8.4(a) or shall the "no-action" letter referred to in Section 8.4(b) to the effect that any transfer by such holder of the securities evidenced by such certificate will be tradable without restriction under this Agreement or any Rule or Regulation promulgated under exempt from the registration and/or qualification requirements of, and that such legend is not required in order to establish compliance with, the Securities Act, Seller shalland if applicable, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendany state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. Each certificate representing (i) this Warrant, ------------------ (ii) the shares comprising of Common Stock issued upon exercise of the Stock Consideration Warrant, and (the "EcoScience Shares"iii) or any other securities issued in respect of the EcoScience Shares such shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (collectively, the "RESTRICTED SECURITIES"), shall (-- unless otherwise permitted by the provisions of SECTION 3(c) below or unless the such securities evidenced by such certificate shall have been registered under the Securities Act) Act -- be stamped or otherwise imprinted with a legend in substantially the following form (legend, in addition to any legend required under applicable state securities laws): : THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY STATE APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES LAWS. THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW ACT AND SUCH APPLICABLE BLUE SKY LAWS OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM. IN ADDITIONUpon request of a holder of a certificate with such legend imprinted thereon, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend therefrom or, 1998if appropriate, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At issue to such holder a new certificate therefor free of any time after transfer legend, if, with such request, the EcoScience Shares Company shall have been registered under received either the Securities Act opinion referred to in SECTION 3(c)(i) or shall the "no-action" letter referred to in SECTION 3(c)(ii) to the effect that any transfer by such holder of the securities evidenced by such certificate will be tradable without restriction under this Agreement exempt from the registration or any Rule or Regulation promulgated under qualification requirements of, and that such legend is not required in order to establish compliance, with the Securities Act, Seller shalland if applicable, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendany state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. Each certificate representing The Purchaser acknowledges and agrees that, until such time as the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped Act in accordance with the terms of the Registration Rights Agreement or otherwise imprinted sold in accordance with Section 4(a), the Shares shall bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS1933, AS AMENDED. THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR UNDER SAID ACT OR, IF PERMITTED UNDER THE TERMS OF THE SUBSCRIPTION AGREEMENT DATED AS OF 2 MAY 2005, PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDCOMPANY. IN ADDITIONThe legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Share upon which it is stamped, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been if such Share is registered for sale under an effective registration statement filed under the Securities Act pursuant to the Registration Rights Agreement or shall if such Shares are proposed to be tradable without restriction under sold pursuant to an exemption from registration as provided in this Agreement or any Rule or Regulation promulgated under and the Securities ActCompany receives an opinion of counsel with respect to compliance with such exemption. The Purchaser agrees to sell all Shares, Seller shallincluding those represented by a certificate(s) from which the legend has been removed, at Purchaser's requestin compliance with applicable prospectus delivery requirements, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendif any.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or evidencing any other Restricted Securities and each certificate evidencing any such securities issued in respect to subsequent transferees of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Restricted Securities shall (unless otherwise permitted by the provisions of Section 3.3 or unless the securities evidenced by such certificate shall have been registered under the Securities Act3.10 hereof) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form; THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY STATE SECURITIES LAWSLAW. THEY THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR OFFERED FOR SALE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. ADDITIONALLY, THE TRANSFER OF COUNSEL FOR OR SATISFACTORY THESE SECURITIES IS SUBJECT TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. CONDITIONS SPECIFIED IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE THE FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED DECEMBER 4APRIL 30, 19982003 AMONG ACTIVBIOTICS, A COPY INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF WHICH IS ON FILE SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities ActHOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF ACTIVBIOTICS, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendINC.

Restrictive Legend. Each certificate representing (i) the shares comprising the Stock Consideration Shares, or (the "EcoScience ii) Conversion Shares", or (iii) or any other securities issued in respect of the EcoScience Shares or the Conversion Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES LAW UNDER SUCH ACT OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONREQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS Upon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if with such request, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares Company shall have been registered under received either the opinion referred to in Section 7.3(a)(i) or the "no-action" letter referred to in Section 7.3(a)(ii), to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendand applicable state securities laws.

Restrictive Legend. Each certificate representing for Warrant Shares shall contain the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience following legend, unless and until such Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered for resale under the Securities Act of 1933, as amended (the “Securities Act) be stamped ”), or otherwise imprinted with a legend in substantially are freely tradable under Rule 144 promulgated under the following form Securities Act (in addition to any legend required under applicable state securities laws): “Rule 144”). “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES, OR “BLUE SKY,” LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. THESE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE IN THE ABSENCE SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF AN EFFECTIVE EXCEPT PURSUANT TO A REGISTRATION STATEMENT AS TO IN EFFECT UNDER THE SECURITIES LAW ACT AND OTHER APPLICABLE LAWS OR AN A WRITTEN OPINION OF COUNSEL FOR OR REASONABLY SATISFACTORY TO THE COMPANY SECURITY BANK CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendACT AND OTHER APPLICABLE LAWS.”

Restrictive Legend. 3 Restrictive Legend.3 Restrictive Legend tc \l 00 ".0 Xxxxxxxxxxx Legend" . Each certificate representing the shares comprising Series D Preferred, the Conversion Stock, the Warrant Stock Consideration (the "EcoScience Shares") or and any other securities issued in respect of the EcoScience Shares foregoing upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER THE ACT. IN ADDITION, THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED TO, AND MAY BE TRANSFERRED ONLY IN A COMPLIANCE WITH, THAT CERTAIN STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998AMONG THE HOLDER OF THESE SECURITIES AND CERTAIN OTHER HOLDERS OF THE COMPANY'S STOCK, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendPRINCIPAL OFFICE OF THE ISSUER.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Stockholder Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities Stockholder Shares evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY LAW AND MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE SALE, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW LAW, OR THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL FOR OR REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITIONUpon request of a Holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such Holder a new certificate therefor free of any transfer legend, 1998if (x) with such request, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares Company shall have been registered under received either the opinion referred to in Section 3 hereof stating that any transfer by such Holder of the Restricted Securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, or shall be tradable without restriction under (y) in accordance with paragraph (k) of Rule 144, such Holder is not and has not during the last three months been an affiliate of the Company and such Holder has held the Restricted Securities represented by such certificate for a period of at least two years. The Company will use its best efforts to assist any Holder in complying with the provisions of this Agreement or any Rule or Regulation promulgated under Section 2 for removal of the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendlegend set forth above.

Restrictive Legend. Each certificate representing the shares comprising the Registrable Stock Consideration (the "EcoScience Shares") shall, except as otherwise provided in this Section 2 or any other securities issued in respect of the EcoScience Shares upon any stock splitSection 3, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES form: "THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE 1933, AS AMENDED (THE "SECURITIES LAWS. THEY ACT") AND MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE IN THE ABSENCE OF SALE, ASSIGNED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW ACT COVERING SUCH SHARES, COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUCH AS RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN ." A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after certificate shall not bear such legend if in the EcoScience Shares shall have been registered under opinion of counsel satisfactory to the Securities Act or shall Company the securities being sold thereby may be tradable publicly sold without restriction under this Agreement or any Rule or Regulation promulgated registration under the Securities Act. For purposes of Sections 2 and 3 hereof, Seller shallO'Coxxxx, at Purchaser's request, exchange Xxoude & Aronxxx xxxll be deemed to be counsel satisfactory to the certificates held by Purchaser for certificates that do not contain the foregoing legendCompany.

Restrictive Legend. Each certificate representing the shares comprising the Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Restricted Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in bear substantially the following form legends (in addition to any legend legends required under applicable state securities laws): THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS1933. THEY THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SPECIFIED IN THE AGREEMENT AND PLAN OF REORGANIZATION AMONG THE ISSUER, XETI ACQUISITION CORPORATION AND XETI , INC. DATED OCTOBER 8, 1999 (THE "AGREEMENT"), AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE REGISTRATION STATEMENT AS ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENT, INCLUDING SECTION 5.1 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF THIS CERTIFICATE TO THE SECURITIES LAW OR AN OPINION SECRETARY OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or The legend contained in this Section 5.1(h) shall be tradable without restriction under removed from a certificate in connection with any sale in compliance with the terms of this Agreement and pursuant to the Registration Statement, but shall not be removed in any other circumstance without Parent's prior written consent (which consent shall not be unreasonably withheld or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legenddelayed and shall be granted if such legend is no longer appropriate).

Restrictive Legend. Each certificate representing Holder acknowledges and agrees that the shares comprising certificates for the Stock Consideration (Warrants and the "EcoScience Shares") or any other securities issued in respect of Warrant Shares and, until such time as the EcoScience Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities 1933 Act) be stamped or otherwise imprinted with , the certificates for the Warrant Shares shall bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE 1933, AS AMENDED. THE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OFFERED FOR SALE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR THE SECURITIES LAW UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SAID ACT. IN ADDITIONOnce the Registration Statement required to be filed by the Company pursuant to the Registration Rights Agreement has been declared effective, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after thereafter (i) upon request of a Holder the EcoScience Shares shall have been registered under Company will substitute certificates without the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser above-referenced legend for certificates that do for any Warrant Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such legend and promptly remove any stop-transfer restriction relating to such Warrant Shares, but in no event later than three Business Days after surrender of such certificates by such Holder, and (ii) the Company shall not contain the foregoing legendplace any restrictive legend on certificates for any Warrant Shares issued or impose any stop-transfer restriction thereon.

Restrictive Legend. Each certificate representing the shares comprising the for Warrant Stock Consideration (the "EcoScience Shares") or any other securities issued in respect of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSSTATE. THEY NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OFFERED FOR SALE IN THE ABSENCE OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) AN OPINION EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL FOR OR SATISFACTORY THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, SUCH EXEMPTION TO BE EVIDENCE BY SUCH DOCUMENTATION AS THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDISSUER MAY REASONABLY REQUEST. IN ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At Any certificate issued at any time after in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the EcoScience Shares Securities Act ) shall also bear such legend unless, the holder of such certificate shall have been registered delivered to the Company an opinion of counsel, in writing and addressed to the Company (which counsel and opinion shall be reasonably acceptable to the Company), that the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendstate securities laws.

Restrictive Legend. Each certificate representing (i) ------------------ the Securities, or (ii) shares comprising of the Class A Common Stock Consideration issued upon conversion of Securities convertible into shares of Class A Common Stock or upon exercise of the Warrants, or (the "EcoScience Shares"iii) or any other securities issued in respect of the EcoScience Shares Securities, the Warrants or the Class A Common Stock issued upon conversion of Securities convertible into shares of Class A Common Stock or upon exercise of the Warrants, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. REQUIRED OR UNLESS THE COMPANY RECEIVES EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES WERE TRANSFERRED PURSUANT TO AND IN ADDITIONCOMPLIANCE WITH RULE 144 OR RULE 144A. Upon request of a holder of such a certificate, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, 1998if, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after with such request, the EcoScience Shares Company shall have been registered under received either the opinion referred to in Section 4.3(i), or the "no-action" letter referred to in Section 4.3(ii), to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act or shall be tradable without restriction under this Agreement or and applicable state securities laws and that such legend is not required in order to establish compliance with any Rule or Regulation promulgated under provisions of the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legend.

Restrictive Legend. Each certificate representing the shares comprising the Common Stock Consideration (the "EcoScience Shares") or any other securities issued in respect upon exercise of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, this Warrant shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN AN INVESTOR RIGHTS AGREEMENT, A STOCKHOLDERS AGREEMENT AND A STOCK PURCHASE AGREEMENT DATED DECEMBER 4TRADING AGREEMENT, 1998AS EACH OF THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY COPIES OF WHICH IS ON FILE ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE COMPANY'S OFFICES. At any Said legends shall be removed by the Company, upon the request of the holder thereof, at such time after as the EcoScience Shares restrictions on the transfer of the applicable security under applicable securities laws and the obligations imposed on the holder thereof under the Investor Rights Agreement, the Stockholders Agreement and the Stock Trading Agreement, as applicable, shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendterminated.

Restrictive Legend. Each certificate representing for Warrant Stock issued upon ------------------ the shares comprising the exercise of this Warrant, and each certificate for Warrant Stock Consideration (the "EcoScience Shares") or issued to any other securities issued in respect subsequent transferee of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventsuch certificate, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE SECURITIES form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY LAW AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO OTHERWISE TRANSFERRED UNLESS EITHER (1) SUCH SHARES ARE REGISTERED UNDER THE SECURITIES LAW ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) AN OPINION EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND LEGAL COUNSEL OF THE HOLDER OF SUCH SHARES (WHICH COUNSEL FOR OR IS REASONABLY SATISFACTORY TO THE COMPANY THAT COMPANY) PROVIDES AN OPINION TO SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES ARE SUBJECT EFFECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At ." The Company shall, upon the request of any time after holder of a stock certificate bearing the EcoScience Shares foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if such holder shall have been registered delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendapplicable state law.

Restrictive Legend. Each (a) Unless and until otherwise permitted by this Section 9, (i) each certificate representing the shares comprising the for Warrants issued under this Agreement, (ii) each certificate for any Warrants issued to any transferee of any such certificate, (iii) each certificate for any Warrant Stock Consideration issued upon exercise of any Warrant and (the "EcoScience Shares"iv) or each certificate for any other securities Warrant Stock issued in respect to any transferee of the EcoScience Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventsuch certificate, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THESE form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THEY THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE HYPOTHECATED UNLESS PURSUANT TO REGISTRATION STATEMENT AS TO UNDER THE SECURITIES LAW ACT OF 1933, AS AMENDED, AND ANY REQUIRED REGISTRATION OR AN OPINION OF COUNSEL FOR QUALIFICATION UNDER ANY STATE SECURITIES LAWS, OR SATISFACTORY TO THE COMPANY THAT SUCH PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE OR QUALIFICATION UNDER FEDERAL OR STATE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S OFFICES. At any time after the EcoScience Shares shall have been registered under the Securities Act or shall be tradable without restriction under this Agreement or any Rule or Regulation promulgated under the Securities Act, Seller shall, at Purchaser's request, exchange the certificates held by Purchaser for certificates that do not contain the foregoing legendLAWS."