Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. In order to reflect the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the following: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect The certificate or certificates representing the restrictions on disposition Shares shall bear the following legends, as required by Article 8 of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingBylaws: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER UNDER A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BY THIS CORPORATION AND ITS SHAREHOLDERS, EFFECTIVE AS OF FEBRUARY 25, 2007, A COPY OF WHICH IS ON FILE AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.” “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF. THEY MAY NOT BE OFFERED OR SOLD, AND NO TRANSFER OF THEM MAY BE OFFERED AND SOLD ONLY IF SO MADE, UNLESS (1) THEY ARE REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (2) THERE IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (AN EXEMPTION FROM SUCH LAWS FOR SUCH OFFER, SALE OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODETRANSFER.”

Restrictive Legend. In order to reflect The Shares (unless registered under the restrictions on disposition Securities Act of 1933, as amended (the Units as set forth in this Agreement, the certificates for the Units will “Act”)) shall be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, . COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER RECORD OF THIS CERTIFICATE TO THE COMPANY, IF SECRETARY OF THE COMPANY SO REQUESTS, AN OPINION AT THE PRINCIPAL EXECUTIVE OFFICES OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO . THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER SALE OF SECURITIES WHICH ARE THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER SUBJECT OF THESE UNITS THAT THIS AGREEMENT HAS NOT BEEN SO REGISTERED (QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR QUALIFIED)THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE UNITS. QUALIFICATION BEING OBTAINED UNLESS THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESALE IS SO EXEMPT.”

Restrictive Legend. In order to reflect (a) Each certificate representing the restrictions on disposition of Company Common Stock and Class C/D Common Stock will contain a legend in substantially the Units as set forth in this Agreement, following form and any other legends required under the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingCompany’s Charter Documents: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT MADE AS OF NOVEMBER 9, 2015, INCLUDING RESTRICTIONS ON TRANSFER, TO WHICH THE COMPANY AND ALL STOCKHOLDERS ARE PARTY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT, AND ANY HOLDER OF SHARES OF THE COMPANY (WHETHER ACQUIRED UPON ISSUANCE OR TRANSFER) SHALL BE, AND BE DEEMED TO BE, A PARTY TO AND BOUND BY THAT AGREEMENT, WHICH SHALL CONTINUE TO BE EFFECTIVE NOTWITHSTANDING ANY ISSUE OR TRANSFER OF SHARES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, SECURITY OR BLUE SKY LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect The Designated Preferred Stock issuable on exercise of this Warrant shall (unless registered under the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will Act) be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SHARES MAY NOT BE SOLD OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNLESS THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, CORPORATION RECEIVES AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND SUBSTANCE PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS SECRETARY OF THE UNITS. CORPORATION AT THE UNITS EVIDENCED HEREBY PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (THE TERMS AND CONDITIONS OF THE CORPORATION'S AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED JUNE 26, 1998. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST FROM TO THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII CORPORATION AT ITS PRINCIPAL PLACE OF THE UNIFORM COMMERCIAL CODEBUSINESS.”"

Restrictive Legend. In order to reflect The Shares (unless registered under the restrictions on disposition Securities Act of 1933, as amended (the Units as set forth in this Agreement, the certificates for the Units will "Act")) shall be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, . COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER RECORD OF THIS CERTIFICATE TO THE COMPANY, IF SECRETARY OF THE COMPANY SO REQUESTS, AN OPINION AT THE PRINCIPAL EXECUTIVE OFFICES OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO . THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER SALE OF SECURITIES WHICH ARE THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER SUBJECT OF THESE UNITS THAT THIS AGREEMENT HAS NOT BEEN SO REGISTERED (QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR QUALIFIED)THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE UNITS. QUALIFICATION BEING OBTAINED UNLESS THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESALE IS SO EXEMPT.”

Restrictive Legend. In order addition to reflect any other restrictive legend that may be imposed on any certificate evidencing ownership of any Membership Interest, such certificate shall bear the restrictions on disposition of the Units as set forth in this Agreementfollowing legend: THE SALE, the certificates for the Units will be endorsed with a restrictive legendASSIGNMENT, including without limitation one or both of the followingTRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS SECURITY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY THE NEVADA GAMING COMMISSION. IF AT ANY TIME SUCH COMMISSION FINDS THAT AN OWNER OF THIS SECURITY IS UNSUITABLE TO CONTINUE TO HAVE AN INVOLVEMENT IN GAMING IN SUCH STATE, SUCH OWNER MUST DISPOSE OF SUCH SECURITY AS PROVIDED BY THE LAWS OF THE STATE OF NEVADA AND THE REGULATIONS OF THE NEVADA GAMING COMMISSION THEREUNDER, SUCH LAWS AND REGULATIONS RESTRICT THE RIGHT UNDER CERTAIN CIRCUMSTANCES: “(A) TO RECEIVE ANY SHARE OF THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT DISTRIBUTION OF 1933, AS AMENDEDPROFITS OR CASH OR ANY OTHER PROPERTY OF, OR UNDER ANY STATE SECURITIES LAWSPAYMENTS UPON DISSOLUTION OF, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF OTHER THAN A RETURN OF CAPITAL; (B) TO EXERCISE DIRECTLY OR THROUGH A TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY SUCH INTEREST; (C) TO PARTICIPATE IN THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE COMPANY; OR (D) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (FOR SERVICES RENDERED OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEOTHERWISE.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units as set forth in this Agreement, the certificates Each certificate for the Units will Shares and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Section 5(c)) be endorsed stamped or otherwise imprinted with a restrictive substantially the following legend, including without limitation one or both of the following: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND LAW. THESE SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLETHEREFROM UNDER SAID ACT. ADDITIONALLY, THE HOLDER TRANSFER OF THESE UNITS SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE EIGHTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF JULY 27, 2012, AMONG ONCONOVA THERAPEUTICS, INC. AND CERTAIN OTHER SIGNATORIES THERETO (AS THE SAME MAY BE REQUIRED AMENDED AND/OR RESTATED FROM TIME TO TIME) AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, ONCONOVA THERAPEUTICS, INC. HAS AGREED TO DELIVER TO THE COMPANYHOLDER HEREOF A NEW CERTIFICATE, IF THE COMPANY SO REQUESTSNOT BEARING THIS LEGEND, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER FOR THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REPRESENTED HEREBY REGISTERED (OR QUALIFIED). IN THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS NAME OF THE UNITSHOLDER HEREOF. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING COPIES OF SUCH AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON AT NO COST BY WRITTEN REQUEST FROM MADE BY THE COMPANY). FOR ALL PURPOSES, HOLDER OF RECORD OF THIS CERTIFICATE AND TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII SECRETARY OF THE UNIFORM COMMERCIAL CODEONCONOVA THERAPEUTICS, INC.”” In addition, the certificate may be stamped with such legends as the Corporation’s counsel may deem advisable in light of applicable state securities laws.

Restrictive Legend. In order The Holder, by acceptance of this Warrant, agrees to reflect comply in all respects with the restrictions provisions of this Section 8 and the restrictive legend requirements set forth on disposition the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Units as set forth in Act. This Warrant and all Warrant Shares issued upon exercise of this Agreement, Warrant (unless registered under the certificates for the Units will Act) shall be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THIS WARRANT AND THE UNITS REPRESENTED BY SECURITIES ISSUABLE UPON EXERCISE OF THIS CERTIFICATE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS, LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND SOLD ONLY IF SO REGISTERED IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR AN EXEMPTION (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION IS AVAILABLE. AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO ACT AND THE COMPANYQUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) COMPANY TO THE SUCH EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED RENDERED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODECOUNSEL.”

Restrictive Legend. In order to reflect the restrictions on disposition All stock certificates representing shares issued upon exercise of the Units as set forth Option shall, unless otherwise determined by the Board, have affixed thereto a legend substantially in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingfollowing form: “THE UNITS 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, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, . THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EXEMPTION FROM EFFECTIVE REGISTRATION IS AVAILABLE. STATEMENT FOR THESE SHARES UNDER THE HOLDER SECURITIES ACT OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, 1933 OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESAID ACT.”

Restrictive Legend. In order Each certificate for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to reflect the restrictions on disposition any subsequent transferee of the Units as set forth in this Agreementany such certificate, the certificates for the Units will shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EXEMPTION FROM EFFECTIVE REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY SO REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY (WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS NOT REQUIRED." "THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT (A COPY DATED AS OF WHICH JULY 19, 2002, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON AT NO COST BY WRITTEN REQUEST FROM MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”"

Restrictive Legend. In order to reflect Each certificate representing the restrictions on disposition Warrant Shares or any other securities issued in respect of the Units as set forth Warrant Shares shall be stamped or otherwise imprinted with legends in this Agreement, substantially the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the following: “following form (in addition to any legend required under applicable state securities laws): THE UNITS REPRESENTED SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY THE SALE IS MADE PURSUANT TO RULE 144 UNDER THE ACT, IF SO REGISTERED AVAILABLE, OR AN OPINION IS OBTAINED FROM COUNSEL TO THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL TO KNOWLEDGE KIDS ENTERPRISES, INC., THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION AVAILABLE UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER AND ALL APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED AS OF SEPTEMBER 24, 1997, AS AMENDED. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODECOMPANY UPON REQUEST.”

Restrictive Legend. In order to reflect An executed counterpart of this Agreement shall be filed with the restrictions on disposition Secretary of the Units as set forth in this Agreement, Company and kept with the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both records of the followingCompany at its office. An officer of the Company shall endorse on the face or back of each certificate of Stock, heretofore or hereafter issued to any Stockholder, legends substantially as follows: “"THE UNITS STOCK REPRESENTED BY THE WITHIN CERTIFICATE IS ISSUED, ACCEPTED AND HELD SUBJECT TO THE TERMS OF A STOCKHOLDERS' AGREEMENT DATED SEPTEMBER 18, 2000. A COPY OF SUCH AGREEMENT HAS BEEN FILED AT THE OFFICE OF THE COMPANY. THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY ARE NOT SUBJECT TO SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION, EXCEPT AS PROVIDED IN SUCH AGREEMENT; TO ALL OF WHICH AGREEMENT THE HOLDER HEREOF, BY THE ACCEPTANCE HEREOF, AGREES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND . THESE SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT COMPANY THAT AN EXEMPTION FROM NO REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEREQUIRED.”"

Restrictive Legend. In order The Holder understands that, except as otherwise specified pursuant to reflect the restrictions on disposition of the Units as set forth in this AgreementSection 6(g)(ii), the certificates for the Units will be endorsed with representing shares of Series B-2 Preferred Stock shall bear a restrictive legend, including without limitation one or both legend in substantially the following form (and a stop-transfer order consistent therewith may be placed against transfer of the following: such certificates): “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS SECURITIES REPRESENTED HEREBY AND THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE REQUIRED SOLD, TRANSFERRED OR AS-SIGNED EXCEPT PURSUANT TO DELIVER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (OR QUALIFICATION PURSUANT TO A PRIVATE SALE EFFECTED UNDER STATE SECTION 4(A)(7) OF THE SECURITIES LAWSACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) IS AVAILABLE WITH RESPECT AND A HALF” SALE SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY TRANSFER SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (REASONABLE AND CUSTOMARY CERTIFICATIONS, OPINIONS OF COUNSEL AND/OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE OTHER INFORMATION REASONABLY SATISFACTORY TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODETHEM.”

Restrictive Legend. In order to reflect The Shares (unless registered under the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will Act) shall be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the following: following form (together with any additional legends that are required by the Company’s Bylaws): “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER ANY SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF UNLESS THE COMPANY SO REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL (OR OTHER EVIDENCE, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY OR ITS ASSIGNEE(S) AS SET FORTH IN THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM AT THE PRINCIPAL OFFICE OF THE COMPANY). FOR ALL PURPOSES, SUCH RIGHT OF FIRST REFUSAL IS BINDING ON THESE SHARES.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, PURSUANT TO A WARRANT, AMONG THE COMPANY AND THE UNITS IT REPRESENTS SHALL ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OBTAINED AT THE PRINCIPAL OFFICE OF THE UNIFORM COMMERCIAL CODECOMPANY.”

Restrictive Legend. In order Each certificate evidencing any Restricted Securities and each certificate evidencing any such securities issued to reflect subsequent transferees of any Restricted Securities shall (unless otherwise permitted by the restrictions on disposition provisions of Section 3(c) or 3(j) hereof) be stamped or otherwise imprinted with legend in substantially the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLELAW. THE HOLDER SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF THESE UNITS MAY BE REQUIRED TO DELIVER TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION SECURITIES UNDER THE SECURITIES ACT (OF 1933 OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY LAW OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. ADDITIONALLY, THE TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SECURITIES IS SUBJECT TO AN OPERATING THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT (A COPY DATED SEPTEMBER 1, 2015, AS AMENDED AND IN EFFECT FROM TIME TO TIME, AMONG PROTEOSTASIS THERAPEUTICS, INC., AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF WHICH SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON AT NO COST BY WRITTEN REQUEST FROM MADE BY THE COMPANY). FOR ALL PURPOSES, HOLDER OF RECORD OF THIS CERTIFICATE AND TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII SECRETARY OF THE UNIFORM COMMERCIAL CODEPROTEOSTASIS THERAPEUTICS, INC.”

Restrictive Legend. In order addition to reflect any legend required by the restrictions on disposition of the Units as set forth in this Shareholders' Agreement, the certificates each certificate for the Units Restricted Securities will be endorsed imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER, ENCUMBRANCE, PLEDGE, ASSIGNMENT OR UNDER ANY STATE OTHER DISPOSITION OF THE SECURITIES LAWSREPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS AND RESTRICTIONS SPECIFIED IN (1) A SUBSCRIPTION AGREEMENT, DATED AS OF JANUARY __, 2000, BY AND BETWEEN THE COMPANY AND A CERTAIN INVESTOR AND (2) A SHAREHOLDERS' AGREEMENT, DATED AS OF JULY 6, 1999, BY AND AMONG THE COMPANY AND CERTAIN SHAREHOLDERS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION RESERVES THE RIGHT TO REFUSE THE TRANSFER OF COUNSEL (REASONABLY SATISFACTORY IN FORM SUCH SECURITIES UNTIL SUCH CONDITIONS AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (RESTRICTIONS HAVE BEEN FULFILLED OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE LIFTED WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)SUCH TRANSFER. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH THE CONDITIONS OR AGREEMENTS REFERENCED ABOVE MAY BE OBTAINED BY THE HOLDER HEREOF UPON WRITTEN REQUEST FROM TO THE SECRETARY OF THE COMPANY." Each of the undersigned parties agrees that the Company may instruct its transfer agent to impose transfer restrictions on the Shares represented by certificates bearing the legend referred to in this paragraph 5(a) to enforce the provisions of this Agreement. The legend shall be removed or modified upon termination of the conditions or restrictions set forth therein or pursuant to subparagraph 4(a)(iii). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect The Shares (unless registered under the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will Act) shall be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER ANY SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF UNLESS THE COMPANY SO REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL (OR OTHER EVIDENCE, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY OR ITS ASSIGNEE(S) AS SET FORTH IN THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM AT THE PRINCIPAL OFFICE OF THE COMPANY). FOR ALL PURPOSES, SUCH RIGHT OF FIRST REFUSAL IS BINDING ON THESE SHARES.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, PURSUANT TO A WARRANT AND/OR PREFERRED STOCK PURCHASE AGREEMENT, AMONG THE COMPANY AND THE UNITS IT REPRESENTS SHALL ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OBTAINED AT THE PRINCIPAL OFFICE OF THE UNIFORM COMMERCIAL CODECOMPANY.”

Restrictive Legend. In order to reflect Each Class C Note shall, unless the restrictions Issuer determines otherwise in compliance with applicable law, bear on disposition of its face a legend (the Units as set forth “Restrictive Legend”) in this Agreement, substantially the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingfollowing form: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOTE HAS NOT BEEN BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, OF THE UNITED STATES OR ANY OTHER JURISDICTION AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED RESOLD, PLEDGED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL OTHERWISE TRANSFERRED (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANYA) TO A PERSON WHO IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) WITHIN THE EFFECT THAT AN EXEMPTION FROM REGISTRATION MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), PURCHASING FOR ITS OWN ACCOUNT OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION, EACH OF WHICH IS A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$100,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS THEREOF FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING, (B) IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND (C) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE. NO SALE OR TRANSFER OF THIS NOTE MAY BE MADE TO A PURCHASER WHO IS (A) ACTING ON BEHALF, OR USING ANY “PLAN ASSETS,” OF AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE UNDER ERISA, WHICH PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, OR LOCAL LAW (“SIMILAR LAW”) THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) AND (B) ACQUIRING OR HOLDING SUCH NOTE IN A MANNER THAT IS NOT ELIGIBLE FOR THE EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR A SIMILAR EXEMPTION, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, THAT WOULD EITHER CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SUCH SIMILAR LAW. NO TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE MADE (AND NEITHER THE INDENTURE TRUSTEE NOR THE NOTE REGISTRAR WILL RECOGNIZE ANY SUCH TRANSFER) IF SUCH TRANSFER WOULD BE MADE TO A PERSON THAT IS OTHERWISE UNABLE TO MAKE THE CERTIFICATIONS AND REPRESENTATIONS DEEMED TO BE MADE BY SUCH PERSON IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, TRANSFER OF THIS NOTE IS RESTRICTED, AND AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME OR UNTIL MATURITY. ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS IN VIOLATION OF THE UNITSFOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY. EACH TRANSFEROR OF THIS NOTE AGREES TO PROVIDE NOTICE OF THE UNITS EVIDENCED HEREBY ARE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE INDENTURE TO THE TRANSFEREE. IN ADDITION TO THE FOREGOING, THE ISSUER MAINTAINS THE RIGHT TO RESELL ANY INTEREST IN THIS NOTE PREVIOUSLY TRANSFERRED TO AN IMPERMISSIBLE HOLDER IN ACCORDANCE WITH AND SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII TERMS OF THE UNIFORM COMMERCIAL CODE.”INDENTURE. ARTICLE THREE

Restrictive Legend. In order to reflect Each certificate evidencing the restrictions on disposition of Purchaser Shares shall bear the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a following restrictive legend, including without limitation one either as an endorsement or both on the face thereof, until, in the reasonable judgment of the followingCompany, the Transfer of the Purchaser Shares shall not be subject to restrictions under the Securities Act: “THE UNITS SALE, TRANSFER, OFFER FOR SALE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF THE REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT, DATED AS OF [ ], 201[ ], AS IT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, TRANSFER, OFFER FOR SALE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OTHER JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWSACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OTHER APPLICABLE LAW, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODETHEREFROM.”

Restrictive Legend. In order to reflect The Purchaser acknowledges and agrees that the restrictions on disposition Series F Shares, Warrants, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with Securities or Shares shall bear a restrictive legend, including without limitation one legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities or both of the following: “Shares): NEITHER THE UNITS ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE OFFERED AND OR SOLD ONLY IF SO REGISTERED OR EXCEPT PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER 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) IS AVAILABLE WITH RESPECT LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TRANSFEROR TO EACH HOLDER WHO SO REQUESTS SUCH EFFECT, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY SUBSTANCE OF WHICH MAY SHALL BE OBTAINED UPON WRITTEN REQUEST FROM REASONABLY ACCEPTABLE TO THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect (a) Except as otherwise provided in this Section 6, each Warrant Certificate and each certificate evidencing the restrictions on disposition issuance of Warrant Shares (whether issued in the name of the Units as set forth in original Holder of this AgreementCertificate or of any subsequent transferee thereof), the certificates for the Units will shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER ANY THE ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED HAS, PRIOR TO DELIVER SUCH SALE, FURNISHED TO THE COMPANY, IF THE COMPANY SO REQUESTS, ISSUER AN OPINION OF COUNSEL (OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER ISSUER. DELIVERY OF THESE UNITS THAT HAS THIS CERTIFICATE MAY NOT BEEN SO REGISTERED (OR QUALIFIED)CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THE COMPANY HOLDER HEREOF WILL FURNISH WITHOUT CHARGE NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO EACH HOLDER WHO SO REQUESTS THIS SECURITY, EXCEPT AS PERMITTED BY THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITSACT. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”"

Restrictive Legend. In order to reflect the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both shares acquired upon exercise of the followingOption (the "Restricted Shares"), all stock certificates representing the Restricted Shares issued shall, if required by the Board (or the Committee, if established), have affixed thereto a legend substantially in the following form: “"THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT." "IN ADDITION, THE SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF JUNE 18, 1996, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AMONG BPC HOLDING CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING CAPITAL STOCK OF SUCH CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER RECORD OF THIS CERTIFICATE TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION SECRETARY OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEBPC HOLDING CORPORATION.”"

Restrictive Legend. In order Each Bridge Note and certificate representing an Investor Warrant and, if applicable, an Exchange Warrant shall bear the following or similar legend (in addition to reflect such other restrictive legends as are required or deemed advisable under any applicable law or any other agreement to which the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with Company is a restrictive legend, including without limitation one or both of the following: “party): "THE UNITS REPRESENTED BY TRANSFER OF THIS CERTIFICATE 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, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEREQUIRED.”"

Restrictive Legend. In order to reflect the restrictions on disposition of the Units as set forth in this Agreement, the certificates Each certificate for the Units will Shares and each certificate for any such Shares issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Sections 8.3 and 8.4) be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED OR UNDER ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS, AND . THESE SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLETHEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE HOLDER TRANSFER OF THESE UNITS SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 8 OF EXHIBIT A TO THE EXCLUSIVE LICENSE AND MARKETING AGREEMENT DATED AS OF MAY __, 1999, AMONG GHS, INC. AND THE LEARNING ANNEX, AND NO TRANSFER OF THESE SECURITIES SHALL BE REQUIRED VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF ALL APPLICABLE CONDITIONS, GHS, INC. HAS AGREED TO DELIVER TO THE COMPANYHOLDER HEREOF A NEW CERTIFICATE, IF THE COMPANY SO REQUESTSNOT BEARING THIS LEGEND, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER FOR THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REPRESENTED HEREBY REGISTERED (OR QUALIFIED). IN THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS NAME OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEHOLDER HEREOF.”"

Restrictive Legend. In order to reflect the restrictions on disposition Each certificate representing any of the Units as set forth in this Agreement, the certificates for the Units will Purchased Securities shall be endorsed with a restrictive the following legend, including without limitation one or both of the following: “THE UNITS REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EXEMPTION FROM EFFECTIVE REGISTRATION IS AVAILABLE. STATEMENT FOR THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR QUALIFICATION UNDER IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE). NO REPRESENTATION IS AVAILABLE WITH RESPECT MADE BY THE ISSUER AS TO ANY TRANSFER THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESECURITIES.”

Restrictive Legend. In order addition to reflect any legend required by the restrictions on disposition of the Units as set forth in this Shareholders' Agreement, the certificates each certificate for the Units Restricted Securities will be endorsed imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER, ENCUMBRANCE, PLEDGE, ASSIGNMENT OR UNDER ANY STATE OTHER DISPOSITION OF THE SECURITIES LAWSREPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS AND RESTRICTIONS SPECIFIED IN (1) A SUBSCRIPTION AGREEMENT, DATED AS OF ___________, _____, BY AND BETWEEN THE COMPANY AND A CERTAIN INVESTOR AND (2) A SHAREHOLDERS' AGREEMENT, DATED AS OF JULY 6, 1999, BY AND AMONG THE COMPANY AND CERTAIN SHAREHOLDERS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION RESERVES THE RIGHT TO REFUSE THE TRANSFER OF COUNSEL (REASONABLY SATISFACTORY IN FORM SUCH SECURITIES UNTIL SUCH CONDITIONS AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (RESTRICTIONS HAVE BEEN FULFILLED OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE LIFTED WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)SUCH TRANSFER. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH THE CONDITIONS OR AGREEMENTS REFERENCED ABOVE MAY BE OBTAINED BY THE HOLDER HEREOF UPON WRITTEN REQUEST FROM TO THE SECRETARY OF THE COMPANY." Each of the undersigned parties agrees that the Company may instruct its transfer agent to impose transfer restrictions on the Shares represented by certificates bearing the legend referred to in this paragraph 5(a) to enforce the provisions of this Agreement. The legend shall be removed or modified upon termination of the conditions or restrictions set forth therein or pursuant to subparagraph 4(a)(iii). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order If, at the time of issuance of Warrant Shares, no registration statement is in effect with respect to reflect the restrictions on disposition such shares under applicable provisions of the Units as set forth in this AgreementAct and the Warrant Shares may not be sold pursuant to Rule 144 of the Act, the certificates for the Units will be endorsed with a restrictive legendCompany may, including without limitation one or both of the followingat its election, require that any stock certificate evidencing Warrant Shares shall bear legends reading substantially as follows: “THE UNITS SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM THE COMPANY. COPIES OF SUCH RESTRICTIONS ARE ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SHARES OR OF THIS CERTIFICATE (OR OF ANY SHARES OR OTHER SECURITIES (OR CERTIFICATES THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES) SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT HAVE BEEN COMPLIED WITH.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EXEMPTION FROM EFFECTIVE REGISTRATION IS AVAILABLE. STATEMENT UNDER THE HOLDER SECURITIES ACT OF THESE UNITS MAY BE REQUIRED TO DELIVER TO 1933 (THE COMPANY, IF THE COMPANY SO REQUESTS, “ACT”) OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT ISSUER OF THIS CERTIFICATE THAT AN EXEMPTION FROM REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERSACT.” In addition, DESIGNATIONSso long as the foregoing legend may remain on any stock certificate evidencing Warrant Shares, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEthe Company may maintain appropriate “stop transfer” orders with respect to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Except as set forth otherwise provided in this AgreementArticle II, each certificate representing Shares and Warrant Shares (together the certificates for the Units will "RESTRICTED COMMON STOCK") shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANYOTHERWISE TRANSFERRED, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE AND ANY APPLICABLE SECURITIES LAWS) , OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS AVAILABLE AVAILABLE. SUCH SECURITIES ARE SUBJECT TO THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF JUNE 1, 1999, BETWEEN THE GOOD GUYS, INC. AND RONAXX XXXXXXX, X COPY OF WHICH IS ON FILE WITH RESPECT TO ANY TRANSFER THE SECRETARY OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)THE GOOD GUYS, INC. THE COMPANY AND WILL FURNISH BE FURNISHED WITHOUT CHARGE TO EACH THE HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITSHEREOF UPON WRITTEN REQUEST. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY HOLDER OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AGREES TO BE BOUND BY THE TERMS AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII CONDITIONS OF THE UNIFORM COMMERCIAL CODESUCH STOCK PURCHASE AGREEMENT.”"

Restrictive Legend. In order The Investor consents to reflect the restrictions placement of certain legends on disposition of the Units as set forth in this Agreement, the certificates certificate(s) for the Units will be endorsed with a restrictive legendShares as required by applicable laws, including without limitation one or both of the followinglegends in forms substantially as follows: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWSLAWS AND NONE OF SUCH SECURITIES, AND NOR ANY INTEREST THEREIN, MAY BE OFFERED SOLD, TRANSFERRED, ASSIGNED, MADE THE SUBJECT OF ANY SECURITY INTEREST, OR OTHERWISE DISPOSED OF, UNLESS THE COMPANY SHALL FIRST HAVE RECEIVED AN OPINION OF COUNSEL, IN FORM AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER SUBSTANCE SATISFACTORY TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM SUCH SECURITIES OR INTEREST THEREIN, AND THE PROPOSED DISPOSITION THEREOF, ARE THE SUBJECT OF A CURRENTLY EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAW, OR THAT REGISTRATION UNDER THE SECURITIES SUCH ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) AND LAW IS AVAILABLE NOT REQUIRED IN CONNECTION WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)SUCH DISPOSITION. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (A CERTAIN SUBSCRIPTION AGREEMENT, BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE, A COPY OF WHICH MAY BE OBTAINED AGREEMENT IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODETHEREFOR.”

Restrictive Legend. In order to reflect The Shares (unless registered under the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will Act) shall be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR UNDER ANY STATE SECURITIES LAWS, AND SUCH TRANSFER MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED MADE PURSUANT TO RULE 144 OR AN EXEMPTION FROM IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS AVAILABLEUNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN [ ] BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANYSECURITIES, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED IS AVAILABLE UPON WRITTEN REQUEST FROM THE COMPANY). FOR THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL PURPOSES, TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE UNITS IT REPRESENTS SHALL BE DEEMED EFFECTIVE DATE OF A SECURITY OR SECURITIES GOVERNED REGISTRATION STATEMENT FILED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT. * * * Indicates that confidential treatment has been sought for this information. 137

Restrictive Legend. In order to reflect Each certificate representing the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will Subscription Shares shall be endorsed with a restrictive the following legend, including without limitation one or both of the following: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, AND (B) IF NOT OTHERWISE IN COMPLIANCE WITH THE SHARE SUBSCRIPTION AGREEMENT, DATED MAY BE OFFERED 10, 2019, BY AND SOLD ONLY IF SO REGISTERED BETWEEN THE COMPANY AND XXXXX RIVER INVESTMENT LIMITED (AS AMENDED, THE “SUBSCRIPTION AGREEMENT”) AND THE THIRTEENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED MARCH 10, 2014, BY AND BETWEEN, INTER ALIOS, THE COMPANY AND XXXXX RIVER INVESTMENT LIMITED (AS AMENDED, THE “SHAREHOLDERS AGREEMENT”). ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE UNITS MAY BE REQUIRED TO DELIVER TO RESTRICTIONS OR ANY OTHER RESTRICTIONS SET FORTH IN THE COMPANY, IF SUBSCRIPTION AGREEMENT OR THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING SHAREHOLDERS AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEVOID.”

Restrictive Legend. In order to reflect (a) Except as otherwise provided in this Section 6, each Warrant Certificate and each certificate evidencing the restrictions on disposition issuance of Warrant Shares (whether issued in the name of the Units as set forth in Holder of this AgreementWarrant Certificate or of any subsequent transferee thereof), the certificates for the Units will shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER ANY THE ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED HAS, PRIOR TO DELIVER SUCH SALE, FURNISHED TO THE COMPANY, IF THE COMPANY SO REQUESTS, ISSUER AN OPINION OF COUNSEL (OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)ISSUER. THE COMPANY HOLDER HEREOF WILL FURNISH WITHOUT CHARGE NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO EACH HOLDER WHO SO REQUESTS THIS SECURITY, EXCEPT AS PERMITTED BY THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEACT.”"

Restrictive Legend. In order Except as otherwise provided in this Article IX, each certificate for Class C Units (if certificates are to reflect be issued in accordance with the restrictions on disposition terms of the LLC Agreement) initially issued upon the exercise of this Warrant, and each certificate (if any) for Class C Units as set forth in this Agreementissued to any subsequent transferee of any such certificate, the certificates for the Units will shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO AVAILABLE (AND, IN SUCH CASE, AS REASONABLY REQUESTED BY THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) BOARD OF DIRECTORS SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIEDACT). THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN (X) THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS AGREEMENT OF THE UNITS. FILM DEPARTMENT HOLDINGS LLC (“LLC AGREEMENT”), AND (X) THE UNITS EVIDENCED HEREBY ARE SUBJECT OTHER TRANSACTION DOCUMENTS DESCRIBED IN THE LLC AGREEMENT, IN EACH SUCH CASE, AS AMENDED FROM TIME TO AN OPERATING AGREEMENT (A COPY TIME, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODECOMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units as set forth in this AgreementThe Note, the certificates for Warrants, and the Units will shares of common stock underlying the Warrants (collectively, the "SECURITIES") shall bear such form of restrictive legends as may be endorsed necessary, as determined by Borrower in Borrower's reasonable discretion, to comply with a restrictive legendapplicable laws or regulations of any stock exchange or other applicable authority, including without limitation one or both of but not limited to the followingfollowing legend: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER ANY THE ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED HAS, PRIOR TO DELIVER SUCH SALE, FURNISHED TO THE COMPANY, IF THE COMPANY SO REQUESTS, ISSUER AN OPINION OF COUNSEL (OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER ISSUER. DELIVERY OF THESE UNITS THAT HAS THIS CERTIFICATE MAY NOT BEEN SO REGISTERED (OR QUALIFIED)CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THE COMPANY HOLDER HEREOF WILL FURNISH WITHOUT CHARGE NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO EACH HOLDER WHO SO REQUESTS THIS SECURITY, EXCEPT AS PERMITTED BY THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEACT.”

Restrictive Legend. In order to reflect The Shares and underlying securities (unless registered under the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will Securities Act) shall be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND STATE. SUCH SHARES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER AND ANY APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER . COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS (SUBJECT TO EXTENSION IN CERTAIN CIRCUMSTANCES) IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN OPERATING AGREEMENT (A COPY WITH THE COMPANY, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM AT THE PRINCIPAL OFFICE OF THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Except as set forth otherwise provided in this AgreementSection 9, each Warrant and each certificate for Warrant Stock initially issued upon the certificates exercise of a Warrant, and each certificate for the Units will Warrant Stock issued to any subsequent transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"[THIS WARRANT AND THE UNITS SECURITIES REPRESENTED HEREBY] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE CERTIFICATE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SOLD ONLY IF SO REGISTERED APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL (REASONABLY SATISFACTORY SUCH ACT OR SUCH LAWS." "IN FORM AND SUBSTANCE ADDITION TO THE COMPANY) RESTRICTIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT AND THE SUPPLEMENTAL SECURITIES PURCHASE AGREEMENT BY AND AMONG KRAUXX'X XXXNITURE, INC., GENERAL ELECTRIC CAPITAL CORPORATION AND JAPAN OMNIBUS LTD., [THIS WARRANT IS] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE] SUBJECT TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER RESTRICTIONS SET FORTH IN THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER STOCKHOLDERS AGREEMENT BY AND AMONG KRAUXX'X XXXNITURE, INC. AND THE STOCKHOLDERS PARTIES THERETO, COPIES OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). WHICH ARE ON FILE IN THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OFFICES OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODECORPORATION.”"

Restrictive Legend. In order to reflect The Shares (unless registered under the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will Securities Act) shall be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the following: following form (together with any additional legends that are required by the Stock Purchase Agreement): “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER ANY SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF UNLESS THE COMPANY SO REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL (OR OTHER EVIDENCE, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY OR ITS ASSIGNEE(S) AS SET FORTH IN THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM AT THE PRINCIPAL OFFICE OF THE COMPANY). FOR ALL PURPOSES, SUCH RIGHT OF FIRST REFUSAL IS BINDING ON THESE SHARES.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, PURSUANT TO A WARRANT, BETWEEN THE COMPANY AND THE UNITS IT REPRESENTS SHALL ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OBTAINED AT THE PRINCIPAL OFFICE OF THE UNIFORM COMMERCIAL CODECOMPANY.”

Restrictive Legend. In order to reflect The Shares (unless registered under the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will Act) shall be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the following: following form (together with any additional legends that are required by the Stock Purchase Agreement): “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER ANY SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF UNLESS THE COMPANY SO REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL (OR OTHER EVIDENCE, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY OR ITS ASSIGNEE(S) AS SET FORTH IN THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM AT THE PRINCIPAL OFFICE OF THE COMPANY). FOR ALL PURPOSES, SUCH RIGHT OF FIRST REFUSAL IS BINDING ON THESE SHARES.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, PURSUANT TO A WARRANT, AMONG THE COMPANY AND THE UNITS IT REPRESENTS SHALL ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OBTAINED AT THE PRINCIPAL OFFICE OF THE UNIFORM COMMERCIAL CODECOMPANY.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Except as set forth otherwise provided in this AgreementArticle III, the certificates for the Units will each certificate representing Shares shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANYOTHERWISE TRANSFERRED, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE AND ANY APPLICABLE SECURITIES LAWS) , OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)AVAILABLE. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SUCH SECURITIES ARE SUBJECT TO AN OPERATING AGREEMENT (THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE SUBSCRIPTION AGREEMENT, DATED AS OF FEBRUARY 6, 1998, BETWEEN CENTURY BUSINESS SERVICES, INC., THE SELLING STOCKHOLDERS NAMED THEREIN AND THE INITIAL HOLDERS OF SECURITIES NAMED THEREIN, A COPY OF WHICH MAY IS ON FILE WITH THE SECRETARY OF CENTURY BUSINESS SERVICES, INC. AND WILL BE OBTAINED FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST FROM REQUEST. THE COMPANY). FOR ALL PURPOSES, HOLDER OF THIS CERTIFICATE AGREES TO BE BOUND BY THE TERMS AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII CONDITIONS OF THE UNIFORM COMMERCIAL CODESUCH SUBSCRIPTION AGREEMENT.”"

Restrictive Legend. In order to reflect Unless a registration statement is in effect with respect thereto, each certificate representing (i) the restrictions on disposition Shares and (ii) any other securities issued in respect of the Units as set forth in this AgreementShares upon any stock split, stock dividend or recapitalization (collectively, the certificates for the Units will "Restricted Securities"), shall be endorsed with a restrictive legend, including without limitation one or both of the followingas follows: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWSAMENDED (THE "ACT"), AND SUCH SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER. THIS SECURITY IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER SUBJECT TO THE COMPANYTERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED DECEMBER 7, IF 2004, AS AMENDED, BY AND AMONG THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)PURCHASERS NAMED THEREIN. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS THIS SECURITY MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS ON THE VOTING OF SUCH SECURITIES (INCLUDING THE GRANT OF AN IRREVOCABLE PROXY RELATIVE TO VOTING MATTERS). A COPY OF SUCH AGREEMENT WILL BE OBTAINED FURNISHED TO THE RECORD HOLDER OF THIS SECURITY WITHOUT CHARGE UPON WRITTEN REQUEST FROM TO THE COMPANY)COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. FOR ALL PURPOSESTHIS WARRANT MAY NOT BE EXERCISED PRIOR TO SHAREHOLDER APPROVAL, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEAS DESCRIBED HEREIN.”

Restrictive Legend. In order So long as any Covered Securities are subject to reflect the restrictions on disposition of the Units as set forth provisions hereof, all certificates representing Covered Securities owned or hereafter acquired by any Stockholder or any transferee thereof bound by this Agreement shall bear legends stating in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingsubstance: “THE UNITS REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM HYPOTHECATED IN THE ABSENCE OF A REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER STATEMENT IN EFFECT WITH RESPECT TO THE COMPANY, IF THE COMPANY SO REQUESTS, SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO THE EFFECT THAT AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES SUCH ACT (OR QUALIFICATION UNDER AND APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). .” “THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS SHARES EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT OF THE CORPORATION DATED SEPTEMBER 30, 2008, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANYCORPORATION). FOR ALL PURPOSES, THIS CERTIFICATE WHICH CONTAINS RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES EVIDENCED HEREBY, AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE UNITS IT REPRESENTS PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED TO AGREE TO AND SHALL BECOME BOUND BY ARTICLE VIII ALL THE PROVISIONS OF THE UNIFORM COMMERCIAL CODESAID STOCKHOLDERS’ AGREEMENT.”

Restrictive Legend. In order Each certificate evidencing any Restricted Securities and each certificate evidencing any such securities issued to reflect subsequent transferees of any Restricted Securities shall (unless otherwise permitted by the restrictions on disposition provisions of the Units as set forth in this Agreement, the certificates for the Units will Section 3.3 or 3.10 hereof) be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLELAW. THE HOLDER SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF THESE UNITS MAY BE REQUIRED TO DELIVER TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION SECURITIES UNDER THE SECURITIES ACT (OF 1933 OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY LAW OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. ADDITIONALLY, THE TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SECURITIES IS SUBJECT TO AN OPERATING THE CONDITIONS SPECIFIED IN A STOCKHOLDERS' AGREEMENT (A COPY AMONG NITROMED, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF WHICH SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON AT NO COST BY WRITTEN REQUEST FROM MADE BY THE COMPANY). FOR ALL PURPOSES, HOLDER OF RECORD OF THIS CERTIFICATE AND TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII SECRETARY OF THE UNIFORM COMMERCIAL CODENITROMED, INC.”

Restrictive Legend. In order to reflect Unless a registration statement is in effect with respect thereto, each certificate representing (i) the restrictions on disposition Shares and (ii) any other securities issued in respect of the Units as set forth in this AgreementShares upon any stock split, stock dividend or recapitalization (collectively, the certificates for the Units will “Restricted Securities”), shall be endorsed with a restrictive legend, including without limitation one or both of the followingas follows: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWSAMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER. THIS SECURITY IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER SUBJECT TO THE COMPANYTERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED MARCH __, IF 2007, AS AMENDED, BY AND AMONG THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)PURCHASERS NAMED THEREIN. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY SUCH AGREEMENT WILL BE OBTAINED FURNISHED TO THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST FROM TO THE COMPANYCOMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THIS SECURITY MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS ON THE VOTING OF SUCH SECURITIES (INCLUDING THE GRANT OF AN IRREVOCABLE PROXY RELATIVE TO VOTING MATTERS). FOR ALL PURPOSES, A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE AND SECURITY WITHOUT CHARGE UPON WRITTEN REQUEST TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII COMPANY AT ITS PRINCIPAL PLACE OF THE UNIFORM COMMERCIAL CODEBUSINESS.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Except as set forth otherwise provided in this AgreementArticle II, each certificate representing Shares and Warrant Shares (together the certificates for the Units will "RESTRICTED COMMON STOCK") shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANYOTHERWISE TRANSFERRED, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE AND ANY APPLICABLE SECURITIES LAWS) , OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)AVAILABLE. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SUCH SECURITIES ARE SUBJECT TO AN OPERATING AGREEMENT (THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF AUGUST 19, 1999, BETWEEN THE GOOD GUYS, INC. AND THE PURCHASERS LISTED ON SCHEDULE A THERETO, A COPY OF WHICH MAY IS ON FILE WITH THE SECRETARY OF THE GOOD GUYS, INC. AND WILL BE OBTAINED FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST FROM REQUEST. THE COMPANY). FOR ALL PURPOSES, HOLDER OF THIS CERTIFICATE AGREES TO BE BOUND BY THE TERMS AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII CONDITIONS OF THE UNIFORM COMMERCIAL CODESUCH STOCK PURCHASE AGREEMENT.”"

Restrictive Legend. In order to reflect All certificates or book entries representing shares of Class B Common Stock, as the restrictions on disposition of case may be, shall bear a legend substantially in the Units following form (or in such other form as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the following: “Board may determine): THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE BOOK ENTRY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “ACT”). THESE SECURITIES MAY NOT BE SOLD OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLETHEREFROM UNDER THE ACT. THESE CERTIFICATES ARE SUBJECT TO THE HOLDER RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE SECOND AMENDED AND RESTATED CERTIFICATE OF THESE UNITS INCORPORATION, AS THE SAME MAY BE REQUIRED AMENDED AND/OR RESTATED FROM TIME TO DELIVER TIME, AND THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS INTERMEDIATE HOLDINGS LLC, DATED AS OF [●], 2019, AMONG THE MEMBERS LISTED THEREIN, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME (COPIES OF WHICH ARE ON FILE WITH THE COMPANY, IF SECRETARY OF THE COMPANY SO REQUESTS, AN OPINION CORPORATION AND SHALL BE PROVIDED FREE OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR). AND NO TRANSFER OF THESE UNITS THAT HAS NOT SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEFULFILLED.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units as set forth in this Agreement, the All certificates for the Units will representing Warrants shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the following: “following form with respect to any Holder who cannot certify that it is not an Insider (to the extent such certification is required by the Plan): "THIS WARRANT AND THE UNITS REPRESENTED BY THIS CERTIFICATE WARRANT STOCK (AS DEFINED HEREIN) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND ARE SUBJECT TO THE PROVISIONS (INCLUDING THE RESTRICTIONS ON TRANSFER) SET FORTH IN THE WARRANT AGREEMENT BETWEEN EDISON BROTHERS STORES, INC. AND __________, AS WARRANT AGENT, DATED ______ __, 1997. THIS WARRANT AND THE WARRANT STOCK MAY BE OFFERED NOT (AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES THAT THIS WARRANT AND THE WARRANT STOCK MAY NOT AND WILL NOT) BE REQUIRED TO DELIVER TO SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL SUCH RESTRICTIONS ARE COMPLIED WITH AND SUCH WARRANTS AND THE COMPANYWARRANT STOCK ARE REGISTERED UNDER SUCH ACT, IF THE COMPANY SO REQUESTSAND SUCH STATE LAW, OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) COMPANY IS OBTAINED TO THE EFFECT THAT AN EXEMPTION FROM SUCH REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEREQUIRED.”"

Restrictive Legend. In order addition to reflect any legend required by the restrictions on disposition of the Units as set forth in this Shareholders' Agreement, the certificates each certificate for the Units Restricted Securities will be endorsed imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER, ENCUMBRANCE, PLEDGE, ASSIGNMENT OR UNDER ANY STATE OTHER DISPOSITION OF THE SECURITIES LAWSREPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS AND RESTRICTIONS SPECIFIED IN (1) A SUBSCRIPTION AGREEMENT, DATED AS OF ___________, 2000, BY AND BETWEEN THE COMPANY AND A CERTAIN INVESTOR AND (2) A SHAREHOLDERS' AGREEMENT, DATED AS OF JULY 6, 1999, BY AND AMONG THE COMPANY AND CERTAIN SHAREHOLDERS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION RESERVES THE RIGHT TO REFUSE THE TRANSFER OF COUNSEL (REASONABLY SATISFACTORY IN FORM SUCH SECURITIES UNTIL SUCH CONDITIONS AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (RESTRICTIONS HAVE BEEN FULFILLED OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE LIFTED WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)SUCH TRANSFER. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH THE CONDITIONS OR AGREEMENTS REFERENCED ABOVE MAY BE OBTAINED BY THE HOLDER HEREOF UPON WRITTEN REQUEST FROM TO THE SECRETARY OF THE COMPANY." Each of the undersigned parties agrees that the Company may instruct its transfer agent to impose transfer restrictions on the Shares represented by certificates bearing the legend referred to in this paragraph 5(a) to enforce the provisions of this Agreement. The legend shall be removed or modified upon termination of the conditions or restrictions set forth therein or pursuant to subparagraph 4(a)(iii). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In The Holder understands that, except as otherwise specified pursuant to Section 2(d)(ii), this Note and the Conversion Shares, as applicable, shall bear a restrictive legend in substantially the following form (and a stop-transfer order to reflect the restrictions on disposition shall be placed against transfer of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the following: such securities): “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS SECURITIES REPRESENTED BY THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE REQUIRED SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO DELIVER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 904, RULE 144 OR RULE 144A UNDER THE SECURITIES ACT (OR QUALIFICATION PURSUANT TO A PRIVATE SALE EFFECTED UNDER STATE SECURITIES LAWSSECTION 4(A)(7) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITSSECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) AND A HALF” SALE. NOTWITHSTANDING THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH FOREGOING, THE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST FROM PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN, FINANCING OR INDEBTEDNESS ARRANGEMENT SECURED BY THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESECURITIES.”

Restrictive Legend. In order Until and unless the Shares and the Warrant Shares are registered under the Securities Act, each certificate representing the Shares and the Warrant Shares and each Warrant shall bear substantially the following legend (in addition to reflect the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the following: “any legends required under applicable state securities laws): THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OTHERWISE DISPOSED OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL EXCEPT (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANYA)(1) TO A PERSON WHOM THE EFFECT THAT TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR QUALIFICATION (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWSLAWS AND (B) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY IN ACCORDANCE WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS ALL APPLICABLE SECURITIES LAWS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII STATES OF THE UNIFORM COMMERCIAL CODEUNITED STATES AND OTHER JURISDICTIONS.”

Restrictive Legend. In order to reflect Following the restrictions on disposition satisfaction of the Units as set forth in this Agreementrequirements of Section 2.1(b)(iii), the certificates for Company agrees to affix the Units will be endorsed with a restrictive legend, including without limitation one following legend to each certificate or both other document or instrument evidencing ownership of the followingCompany Capital Stock: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, ARE SUBJECT TO AND MAY ONLY BE OFFERED AND SOLD ONLY IF SO REGISTERED SOLD, DISPOSED OF OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. OTHERWISE TRANSFERRED IN COMPLIANCE WITH A SECURITYHOLDER SUPPORT AGREEMENT ENTERED INTO BY THE HOLDER OF THESE UNITS SHARES, AS MAY BE REQUIRED AMENDED FROM TIME TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND PROVISIONS OF AN AGREEMENT AND PLAN OF MERGER ENTERED INTO BY THE UNITS IT REPRESENTS SHALL COMPANY, ABBVIE S.À.X.X., SUFFOLK MERGER SUB, INC., SYNLOGIC, LLC, AND SYNLOGIC, INC., AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST WILL BE DEEMED A SECURITY OR SECURITIES GOVERNED TO AGREE TO AND WILL BECOME BOUND BY ARTICLE VIII ALL THE PROVISIONS OF THE UNIFORM COMMERCIAL CODEAGREEMENTS DESCRIBED IN THIS PARAGRAPH AND WILL BE DEEMED TO BE A SHAREHOLDER UNDER SUCH AGREEMENTS.”

Restrictive Legend. In order to reflect the restrictions on disposition absence of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a more restrictive legend, including without limitation one all certificates which evidence Membership shall be stamped or both of typed in a conspicuous place with the followingfollowing legend: “THE UNITS INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY AGREEMENT OF THE COMPANY DATED AS OF May 4, 1996, AS IT EXISTS FROM TIME TO TIME, WHICH RESTRICTS ANY SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, ENCUMBRANCE, PLEDGE OR OTHER TRANSFER OR ALIENATION (WITH OR WITHOUT CONSIDERATION) OF SUCH INTERESTS OR UNITS. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH LIMITED LIABILITY AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES LAWSMAY NOT BE SOLD, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY, IF THE COMPANY SO REQUESTS, OF AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)REQUIRED FOR SUCH TRANSFER. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESuch legend shall also be placed on all Certificates which are hereafter issued to any Member.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Except as set forth otherwise provided in this AgreementArticle II, each certificate representing shares of Common Stock (the certificates for the Units will “Common Stock”) and Warrants shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM OTHERWISE TRANSFERRED, UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS AVAILABLE. IN EFFECT AT THE TIME OF SALE OR THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, SUBMITS AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE AND ANY APPLICABLE SECURITIES LAWS) , OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)AVAILABLE. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SUCH SECURITIES ARE SUBJECT TO AN OPERATING AGREEMENT (THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE UNIT PURCHASE AGREEMENT, DATED AS OF OCTOBER 20, 2000, XXXXXXX XXXXXX XXXXXX CORPORATION AND THE PURCHASER, A COPY OF WHICH MAY IS ON FILE WITH THE SECRETARY OF MEADOW VALLEY CORPORATION AND WILL BE OBTAINED FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST FROM REQUEST. THE COMPANY). FOR ALL PURPOSES, HOLDER OF THIS CERTIFICATE AGREES TO BE BOUND BY THE TERMS AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII CONDITIONS OF THE UNIFORM COMMERCIAL CODESUCH UNIT PURCHASE AGREEMENT.”

Restrictive Legend. In order to reflect the restrictions on disposition Each certificate representing capital stock of the Units as set forth in this AgreementCompany held by or issued to the Stockholders, whether now outstanding or subsequently issued, shall be surrendered to the certificates Company for the Units will endorsement or be endorsed by the Company prior to its issuance with a restrictive substantially the following legend, including without limitation one or both of the following: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION IS AVAILABLE. THE HOLDER PROVISIONS OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY . COPIES OF THE THIRD AMENDED AND RESTATED STOCK SALE AGREEMENT AND THE THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST FROM BY THE COMPANY). FOR ALL PURPOSES, HOLDER OF RECORD OF THIS CERTIFICATE AND TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII SECRETARY OF PHASEBIO PHARMACEUTICALS, INC. AT THE PRINCIPAL EXECUTIVE OFFICES OF THE UNIFORM COMMERCIAL CODECORPORATION. provided, nothing in this Agreement should be construed as a modification or amendment of any restrictions on transfer under applicable federal or state securities laws.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units as set forth in Unless and until otherwise permitted by this Section 10, each certificate for Warrants issued under this Agreement, the certificates each certificate for the Units will any Warrants issued to any transferee of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant and each certificate for any Warrant Stock issued to any transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") NOR IS SUCH REGISTRATION CONTEMPLATED. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS REGISTERED UNDER ANY THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER , EXCEPT UPON DELIVERY TO THE COMPANY, IF THE COMPANY SO REQUESTS, OF AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO IT AND TO ITS COUNSEL TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT (ACT, OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO LAWS OR ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (RULE OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEREGULATION PROMULGATED THEREUNDER.”"

Restrictive Legend. In order to reflect The certificate or certificates representing the restrictions on disposition of the Units as set forth in this Agreement------------------ Shares, the certificates for Additional Shares (if any) and the Units will Warrant Shares shall each be endorsed with a restrictive legend, including without limitation one or both of subject to the followingfollowing legend restricting transfer under the Securities Act: “THE UNITS TRANSACTION IN WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE WERE ACQUIRED WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND MAY BE OFFERED ANY APPLICABLE STATE SECURITIES LAWS AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED FOR WHICH, SUBJECT TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTSLIMITED EXCEPTIONS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANYCOMPANY TO SUCH EFFECT HAS BEEN PROVIDED. The Company shall remove this legend from the certificate or certificates representing any of the Shares, the Additional Shares (if any) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT or the Warrant Shares upon the termination of the restrictions on transferability with respect to such Shares, the Additional Shares (OR QUALIFICATION UNDER STATE SECURITIES LAWSif any) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERSor Warrant Shares, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEin accordance with the last sentence of Section 8.4.”

Restrictive Legend. In order to reflect the restrictions on disposition All stock certificates representing shares issued upon exercise of the Units as set forth Option shall, unless otherwise determined by the Board, have affixed thereto a legend substantially in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingfollowing form: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT AMONG CHICKEN ACQUISITION CORP. 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, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, . THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EXEMPTION FROM EFFECTIVE REGISTRATION IS AVAILABLE. STATEMENT FOR THESE SHARES UNDER THE HOLDER SECURITIES ACT OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, 1933 OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESAID ACT.”

Restrictive Legend. In order to reflect (a) Except as otherwise provided in this Section 6, each Warrant Certificate and each certificate evidencing the restrictions on disposition issuance of Warrant Shares (whether issued in the name of the Units as set forth in original Holder of this AgreementCertificate or of any subsequent transferee thereof), the certificates for the Units will shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER ANY THE ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED HAS, PRIOR TO DELIVER SUCH SALE, FURNISHED TO THE COMPANY, IF THE COMPANY SO REQUESTS, ISSUER AN OPINION OF COUNSEL (OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)ISSUER. THE COMPANY HOLDER HEREOF WILL FURNISH WITHOUT CHARGE NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO EACH HOLDER WHO SO REQUESTS THIS SECURITY, EXCEPT AS PERMITTED BY THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEACT.”"

Restrictive Legend. In order Parent will give stop transfer instructions to reflect its transfer agent with respect to any Parent Common Stock issued to “affiliates”, as such term is used in Rule 145 under the restrictions on disposition Securities Act, of the Units as set forth Company in this Agreement, connection with the Merger and there will be placed on the certificates for the Units will be endorsed with representing such Parent Common Stock, or any substitution therefore, a restrictive legend, including without limitation one or both of the followinglegend stating in substance: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT OR UNLESS (1) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION THERE FROM, (2) IN ACCORDANCE WITH (I) RULE 145(D) (IN THE CASE OF SHARES ISSUED TO AN INDIVIDUAL WHO IS NOT AN AFFILIATE OF THE ISSUER) OR (II) RULE 144 (IN THE CASE OF SHARES ISSUED TO AN INDIVIDUAL WHO IS AN AFFILIATE OF THE ISSUER) OF THE RULES AND REGULATIONS OF SUCH ACT, OR (3) IN ACCORDANCE WITH A LEGAL OPINION SATISFACTORY TO COUNSEL FOR THE ISSUER THAT SUCH SALE OR TRANSFER IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. FOR AVOIDANCE OF DOUBT, IT IS AVAILABLE. UNDERSTOOD THAT A LEGAL OPINION IS NEITHER REQUIRED BY LAW NOR THIS LEGEND AND IT SHALL BE IN THE HOLDER OF THESE UNITS MAY ISSUER’S SOLE DISCRETION WHETHER OR NOT TO REQUIRE THAT A LEGAL OPINION BE REQUIRED DELIVERED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT IT PRIOR TO ANY SUCH, TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEOTHER DISPOSITION.”

Restrictive Legend. In order to reflect Unless a registration statement is in effect with respect thereto, each certificate representing (i) the restrictions on disposition Shares and (ii) any other securities issued in respect of the Units as set forth in this AgreementShares upon any stock split, stock dividend or recapitalization (collectively, the certificates for the Units will “Restricted Securities”), shall be endorsed with a restrictive legend, including without limitation one or both of the followingas follows: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWSAMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER. THIS SECURITY IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER SUBJECT TO THE COMPANYTERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED JULY 25, IF 2007, AS AMENDED, BY AND AMONG THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)PURCHASERS NAMED THEREIN. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY SUCH AGREEMENT WILL BE OBTAINED FURNISHED TO THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST FROM TO THE COMPANYCOMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THIS SECURITY MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS ON THE VOTING OF SUCH SECURITIES (INCLUDING THE GRANT OF AN IRREVOCABLE PROXY RELATIVE TO VOTING MATTERS). FOR ALL PURPOSES, A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE AND SECURITY WITHOUT CHARGE UPON WRITTEN REQUEST TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII COMPANY AT ITS PRINCIPAL PLACE OF THE UNIFORM COMMERCIAL CODEBUSINESS.”

Restrictive Legend. In order Each certificate for units or limited partnership interests of Buyer or Alliance Holding issued to reflect Seller, SCB Partners, BTI or any of their Subsidiaries or transferees shall (unless otherwise permitted by the restrictions on disposition provisions of this Section) include a legend in substantially the Units as set forth in this Agreement, following form together with any blue sky or other appropriate legend to ensure compliance with the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingTransaction Agreements and applicable laws: “THE UNITS [UNITS/LIMITED PARTNERSHIP INTERESTS] REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AND THE HOLDER OF THIS CERTIFICATE MAY NOT TRANSFER (AS DEFINED IN THE AMENDED AND RESTATED ACQUISITION AGREEMENT DATED AS OF OCTOBER 2, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED 2000 PURSUANT TO WHICH THE TRANSFER OF SUCH [UNITS/LIMITED PARTNERSHIP INTERESTS] ARE SUBJECT (THE "ACQUISITION AGREEMENT")) SUCH [UNITS/LIMITED PARTNERSHIP INTERESTS] IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLETHEREFROM UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THESE UNITS MAY BE REQUIRED THIS CERTIFICATE AGREES TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY COMPLY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE ALL RESPECTS WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS SECTION 5.10 OF THE UNITS. ACQUISITION AGREEMENT AND ARTICLE III OF THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING PURCHASE AGREEMENT (A COPY DATED AS OF JUNE 20, 2000, COPIES OF WHICH MAY BE OBTAINED UPON AT NO COST BY WRITTEN REQUEST FROM MADE BY THE COMPANY). FOR ALL PURPOSES, HOLDER OF RECORD OF THIS CERTIFICATE AND TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII SECRETARY OF THE UNIFORM COMMERCIAL CODETHIS PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.”

Restrictive Legend. In order So long as any Covered Securities are subject to reflect the restrictions on disposition of the Units as set forth provisions hereof, all certificates representing Covered Securities owned or hereafter acquired by any Stockholder or any transferee thereof bound by this Agreement shall bear legends stating in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingsubstance: “THE UNITS REPRESENTED BY THIS CERTIFICATE "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM HYPOTHECATED IN THE ABSENCE OF A REGISTRATION IS AVAILABLE. STATEMENT IN EFFECT WITH THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER RESPECT TO THE COMPANY, IF THE COMPANY SO REQUESTS, SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO THE EFFECT THAT AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES SUCH ACT (OR QUALIFICATION UNDER AND APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). ." "THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS SHARES EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING THE STOCKHOLDERS' AGREEMENT OF THE CORPORATION DATED DECEMBER______________, 2003, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANYCORPORATION). FOR ALL PURPOSES, THIS CERTIFICATE WHICH CONTAINS RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES EVIDENCED HEREBY, AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE UNITS IT REPRESENTS PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED TO AGREE TO AND SHALL BECOME BOUND BY ARTICLE VIII ALL THE PROVISIONS OF THE UNIFORM COMMERCIAL CODESAID STOCKHOLDERS' AGREEMENT.”"

Restrictive Legend. In order Each certificate representing the SHARES shall bear substantially the following legend (in addition to reflect the restrictions on disposition of the Units as set forth in this Agreementany legends required under applicable securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, the certificates for the Units will be endorsed with a restrictive legendTRANSFERRED, including without limitation one or both of the following: “SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF (A "TRANSFER") UNLESS SUCH TRANSFER COMPLIES WITH THE UNITS PROVISIONS OF A SUBSCRIPTION AGREEMENT BETWEEN THE REGISTERED HOLDER AND THE CORPORATION (THE "AGREEMENT") (A COPY OF WHICH IS ON FILE WITH SECRETARY OF THE CORPORATION AND WHICH WILL BE FURNISHED BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS. ACCORDINGLY, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE OFFERED MADE EXCEPT IN ACCORDANCE WITH THE AGREEMENT AND SOLD ONLY IF SO REGISTERED (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. AMENDMENT THERETO UNDER THE HOLDER OF THESE UNITS MAY BE REQUIRED ACT OR (B) PURSUANT TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION AND UNDER ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect Each Non-Offered Note shall, unless the restrictions Issuer (or the Administrator on disposition of its behalf) determines otherwise in compliance with applicable law, bear on its face a legend (the Units as set forth “Restrictive Legend”) in this Agreement, substantially the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingfollowing form: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, OF THE UNITED STATES OR ANY OTHER RELEVANT JURISDICTION AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED RESOLD, PLEDGED, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL OTHERWISE TRANSFERRED (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANYA)(1) TO A PERSON WHO IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) WITHIN THE EFFECT THAT AN EXEMPTION FROM REGISTRATION MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), PURCHASING FOR ITS OWN ACCOUNT OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION, EACH OF WHICH IS A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QIB, (2) OUTSIDE THE UNITED STATES TO CERTAIN PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION, EACH OF WHICH IS NOT A U.S. PERSON, IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S, IN EACH CASE IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$100,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS THEREOF FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, (B) IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND (C) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE. NO SALE OR TRANSFER OF THIS NOTE MAY BE MADE TO A PURCHASER WHO IS (A) ACTING ON BEHALF, OR USING ANY “PLAN ASSETS,” OF AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE UNDER ERISA, WHICH PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, OR LOCAL LAW (EACH, A “SIMILAR LAW’) THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) AND (B) ACQUIRING OR HOLDING SUCH NOTE IN A MANNER THAT IS NOT ELIGIBLE FOR AN EXEMPTION GRANTED BY UNITED STATES DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, OR A SIMILAR EXEMPTION, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, THAT WOULD EITHER CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION. NO TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE MADE (AND NEITHER THE INDENTURE TRUSTEE NOR THE NOTE REGISTRAR WILL RECOGNIZE ANY SUCH TRANSFER) IF SUCH TRANSFER WOULD BE MADE TO A PERSON THAT IS OTHERWISE UNABLE TO MAKE THE CERTIFICATIONS AND REPRESENTATIONS DEEMED TO BE MADE BY SUCH PERSON IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, TRANSFER OF THIS NOTE IS RESTRICTED, AND AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME OR UNTIL MATURITY. ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS IN VIOLATION OF THE UNITSFOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY. EACH TRANSFEROR OF THIS NOTE AGREES TO PROVIDE NOTICE OF THE UNITS EVIDENCED HEREBY ARE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE INDENTURE TO THE TRANSFEREE. IN ADDITION TO THE FOREGOING, THE ISSUER MAINTAINS THE RIGHT TO RESELL ANY INTEREST IN THIS NOTE PREVIOUSLY TRANSFERRED TO AN IMPERMISSIBLE HOLDER IN ACCORDANCE WITH AND SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII TERMS OF THE UNIFORM COMMERCIAL CODEINDENTURE.”

Restrictive Legend. In order Each certificate for Shares, Warrants or Warrant Shares to reflect be held by the restrictions on disposition Buyers and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the Units as set forth in this Agreement, the certificates for the Units will provisions of Sections 5(d) and 5(e)) be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED OR UNDER ANY APPLICABLE STATE SECURITIES OR “BLUE-SKY” LAWS, AND . THESE SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLETHEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE HOLDER TRANSFER OF THESE UNITS MAY SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 5 OF THE INVESTMENT AGREEMENT AMONG XXXXX.XXX HOLDINGS, INC. AND THE OTHER PARTIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE REQUIRED VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF ALL APPLICABLE CONDITIONS, XXXXX.XXX HOLDINGS, INC. HAS AGREED TO DELIVER TO THE COMPANYHOLDER HEREOF A NEW CERTIFICATE, IF THE COMPANY SO REQUESTSNOT BEARING THIS LEGEND, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER FOR THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REPRESENTED HEREBY REGISTERED (OR QUALIFIED). IN THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS NAME OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEHOLDER HEREOF.”

Restrictive Legend. In order to reflect (a) Except as otherwise provided in this Section 6, each Warrant Certificate and each certificate evidencing the restrictions on disposition issuance of Warrant Shares (whether issued in the name of the Units as set forth in Holder of this AgreementWarrant Certificate or of any subsequent transferee thereof), the certificates for the Units will shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER ANY THE ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED HAS, PRIOR TO DELIVER SUCH SALE, FURNISHED TO THE COMPANY, IF THE COMPANY SO REQUESTS, ISSUER AN OPINION OF COUNSEL (OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)ISSUER. THE COMPANY HOLDER HEREOF WILL FURNISH WITHOUT CHARGE NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO EACH HOLDER WHO SO REQUESTS THIS SECURITY, EXCEPT AS PERMITTED BY THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEACT.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units as set forth in this AgreementWarrant Shares, the stock certificates for the Units Warrant Shares will be endorsed with a the following restrictive legend, including without limitation one or both of legends to the followingfollowing effect: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF MAY 18, 1998, AND AS MAY BE OFFERED AMENDED FROM TIME TO TIME, AND SOLD ONLY IF SO REGISTERED SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLEOTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. SUCH AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AND A COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY SO REQUESTS, AN OPINION AT ITS PRINCIPAL PLACE OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (BUSINESS OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER REGISTERED OFFICE OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESHAREHOLDER.”

Restrictive Legend. In order to reflect the restrictions on disposition Each certificate representing capital stock of the Units as set forth in this AgreementCompany held by or issued to the Stockholders, whether now outstanding or subsequently issued, shall be surrendered to the certificates Company for the Units will endorsement or be endorsed by the Company prior to its issuance with a restrictive substantially the following legend, including without limitation one or both of the following: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION IS AVAILABLE. THE HOLDER PROVISIONS OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY . COPIES OF THE FOURTH AMENDED AND RESTATED STOCK SALE AGREEMENT AND THE FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST FROM BY THE COMPANY). FOR ALL PURPOSES, HOLDER OF RECORD OF THIS CERTIFICATE AND TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII SECRETARY OF PHASEBIO PHARMACEUTICALS, INC. AT THE PRINCIPAL EXECUTIVE OFFICES OF THE UNIFORM COMMERCIAL CODECORPORATION. provided, nothing in this Agreement should be construed as a modification or amendment of any restrictions on transfer under applicable federal or state securities laws.”

Restrictive Legend. In order to reflect Unless a registration statement is in effect with respect thereto, each certificate representing (i) the restrictions on disposition Shares and (ii) any other securities issued in respect of the Units as set forth in this AgreementShares upon any stock split, stock dividend or recapitalization (collectively, the certificates for the Units will “Restricted Securities”), shall be endorsed with a restrictive legend, including without limitation one or both of the followingas follows: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWSAMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER. THIS SECURITY IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER SUBJECT TO THE COMPANYTERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED MAY 24, IF 2007, AS AMENDED, BY AND AMONG THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)PURCHASERS NAMED THEREIN. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY SUCH AGREEMENT WILL BE OBTAINED FURNISHED TO THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST FROM TO THE COMPANYCOMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THIS SECURITY MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS ON THE VOTING OF SUCH SECURITIES (INCLUDING THE GRANT OF AN IRREVOCABLE PROXY RELATIVE TO VOTING MATTERS). FOR ALL PURPOSES, A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE AND SECURITY WITHOUT CHARGE UPON WRITTEN REQUEST TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII COMPANY AT ITS PRINCIPAL PLACE OF THE UNIFORM COMMERCIAL CODEBUSINESS.”

Restrictive Legend. In order All certificates or book entries representing shares of Class B Common Stock, as the case may be, shall bear a legend substantially in the following form (or in such other form as the Board may from time to reflect the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the following: “time determine): THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE BOOK ENTRY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “ACT”). THESE SECURITIES MAY NOT BE SOLD OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLETHEREFROM UNDER THE ACT. THESE CERTIFICATES ARE SUBJECT TO THE HOLDER RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE FOURTH AMENDED AND RESTATED CERTIFICATE OF THESE UNITS INCORPORATION, AS THE SAME MAY BE REQUIRED AMENDED AND/OR RESTATED FROM TIME TO DELIVER TIME, AND THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LHGN HOLDCO, LLC, DATED AS OF [·], 2020, AMONG THE MEMBERS LISTED THEREIN, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME (COPIES OF WHICH ARE ON FILE WITH THE COMPANY, IF SECRETARY OF THE COMPANY SO REQUESTS, AN OPINION CORPORATION AND SHALL BE PROVIDED FREE OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR). NO TRANSFER OF THESE UNITS THAT HAS NOT SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEFULFILLED.”

Restrictive Legend. In order All certificates or book entries representing shares of Class B Common Stock, as the case may be, shall bear a legend substantially in the following form (or in such other form as the Board may from time to reflect the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the following: “time determine): THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE BOOK ENTRY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “ACT”). THESE SECURITIES MAY NOT BE SOLD OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLETHEREFROM UNDER THE ACT. THESE CERTIFICATES ARE SUBJECT TO THE HOLDER RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE FOURTH AMENDED AND RESTATED CERTIFICATE OF THESE UNITS INCORPORATION, AS THE SAME MAY BE REQUIRED AMENDED AND/OR RESTATED FROM TIME TO DELIVER TIME, AND THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LHGN HOLDCO, LLC, DATED AS OF [•], 2020, AMONG THE MEMBERS LISTED THEREIN, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME (COPIES OF WHICH ARE ON FILE WITH THE COMPANY, IF SECRETARY OF THE COMPANY SO REQUESTS, AN OPINION CORPORATION AND SHALL BE PROVIDED FREE OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR). NO TRANSFER OF THESE UNITS THAT HAS NOT SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEFULFILLED.”

Restrictive Legend. In order to reflect The Designated Preferred Stock issuable on exercise of this Warrant shall (unless registered under the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will Act) be endorsed stamped or imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SHARES MAY NOT BE SOLD OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNLESS THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, CORPORATION RECEIVES AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND SUBSTANCE PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS SECRETARY OF THE UNITS. CORPORATION AT THE UNITS EVIDENCED HEREBY PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION." The Designated Preferred Stock issuable on exercise of this Warrant shall also be stamped or imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE TERMS AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII CONDITIONS OF THE UNIFORM COMMERCIAL CODE.”CORPORATION'S AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED JUNE 26,

Restrictive Legend. In order to reflect Each certificate representing Shares held by ------------------ the restrictions on disposition Parties hereto shall be stamped or otherwise imprinted with a legend substantially in the following form (unless no longer required in the opinion of the Units as set forth in this Agreement, the certificates counsel for the Units will be endorsed with a restrictive legend, including without limitation one or both of the following: “Company): THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE. THE HOLDER CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)STOCK. THE COMPANY CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER STOCKHOLDER WHO SO REQUESTS A CERTIFICATE DESCRIBING THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE UNITSQUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE UNITS EVIDENCED HEREBY ARE THIS CERTIFICATE IS SUBJECT TO AN OPERATING THE PROVISIONS OF THE SHAREHOLDER AGREEMENT (AMONG CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND ABOVE-REFERENCED AGREEMENT IS ON FILE AT THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OFFICES OF THE UNIFORM COMMERCIAL CODECORPORATION.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Except as set forth otherwise provided in this AgreementArticle II, the certificates for the Units will each certificate representing shares of Common Stock shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM OTHERWISE TRANSFERRED, UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS AVAILABLE. IN EFFECT AT THE TIME OF SALE OR THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, SUBMITS AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE AND ANY APPLICABLE SECURITIES LAWS) , OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)AVAILABLE. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SUCH SECURITIES ARE SUBJECT TO AN OPERATING AGREEMENT (THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE COMMON STOCK PURCHASE AGREEMENT, DATED AS OF JUNE ___, 2009, BETWEEN WORLD ENERGY SOLUTIONS, INC. AND THE PURCHASER, A COPY OF WHICH MAY IS ON FILE WITH THE SECRETARY OF WORLD ENERGY SOLUTIONS, INC. AND WILL BE OBTAINED FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST FROM REQUEST. THE COMPANY). FOR ALL PURPOSES, HOLDER OF THIS CERTIFICATE AGREES TO BE BOUND BY THE TERMS AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII CONDITIONS OF THE UNIFORM COMMERCIAL CODESUCH COMMON STOCK PURCHASE AGREEMENT.”

Restrictive Legend. In order to reflect Subscriber agrees that the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with Company may place a restrictive legend, including without limitation one or both of legend on the followingdocuments representing the securities comprising the Shares containing substantially the following language: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SUCH ACT UNLESS SOLD ONLY IF SO REGISTERED PURSUANT TO RULE 144 OF SUCH ACT OR AN EXEMPTION UNLESS THE SALE IS OTHERWISE EXEMPT FROM REGISTRATION IS AVAILABLEREGISTRATION. THE HOLDER COMPANY MAY REQUEST A WRITTEN OPINION OF THESE UNITS MAY BE REQUIRED TO DELIVER COUNSEL SATISFACTORY TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS CERTIFICATE MUST BE SURRENDERED TO THE SECURITIES ACT (CORPORATION OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN AN OPERATING AGREEMENT (BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM IS ON FILE WITH THE SECRETARY OF THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Except as set forth otherwise provided in this AgreementArticle II, each certificate representing Shares (the certificates for the Units will "RESTRICTED COMMON STOCK") shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANYOTHERWISE TRANSFERRED, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE AND ANY APPLICABLE SECURITIES LAWS) , OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)OTHERWISE IN COMPLIANCE THEREWITH. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SUCH SECURITIES ARE SUBJECT TO AN OPERATING AGREEMENT (THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 26, 2000, BETWEEN UNIFAB INTERNATIONAL, INC. AND THE PURCHASERS LISTED ON SCHEDULE A THERETO, A COPY OF WHICH MAY IS ON FILE WITH THE SECRETARY OF UNIFAB INTERNATIONAL, INC. AND WILL BE OBTAINED FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST FROM REQUEST. THE COMPANY). FOR ALL PURPOSES, HOLDER OF THIS CERTIFICATE AGREES TO BE BOUND BY THE TERMS AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII CONDITIONS OF THE UNIFORM COMMERCIAL CODESUCH STOCK PURCHASE AGREEMENT.”"

Restrictive Legend. In order to reflect Each certificate representing the restrictions on disposition Preferred Shares and Conversion Shares issued upon conversion of the Units as set forth in this Agreement, Preferred Shares shall (unless otherwise permitted by the certificates for provisions of Section 8.4 below) be stamped or otherwise imprinted with the Units will be endorsed with a restrictive following legend, including without limitation one or both of the following: “"THE UNITS PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THESE PREFERRED SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAW AND THE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH REGULATION S UNDER ANY THE ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED LAWS OR PURSUANT TO AN EXEMPTION FROM OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANYTHIS C ERTIFICATE IS SUBJECT TO, IF THE COMPANY SO REQUESTSAND A BENEFICIARY OF, AN OPINION CERTAIN PROVISISONS SET FORTH IN A PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERSOCTOBER 23, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (2001; A COPY OF WHICH THE AGREEMENT EVIDENCING SUCH TERMS MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODECOMPANY WITHOUT CHARGE.”"

Restrictive Legend. In order to reflect The Purchaser acknowledges and agrees that the restrictions on disposition Notes, Warrants, and, until such time as the Shares have been registered under the 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with Securities or Shares shall bear a restrictive legend, including without limitation one legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities or both of the following: “Shares): NEITHER THE UNITS ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE OFFERED AND OR SOLD ONLY IF SO REGISTERED OR EXCEPT PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER 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) IS AVAILABLE WITH RESPECT LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TRANSFEROR TO EACH HOLDER WHO SO REQUESTS SUCH EFFECT, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY SUBSTANCE OF WHICH MAY SHALL BE OBTAINED UPON WRITTEN REQUEST FROM REASONABLY ACCEPTABLE TO THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect the restrictions on disposition absence of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a more restrictive legend, including without limitation one all certificates which evidence Membership Interests shall be stamped or both of typed in a conspicuous place with the followingfollowing legend: “THE UNITS INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY AGREEMENT OF THE COMPANY DATED AS OF [__________ __], 1999, AS IT EXISTS FROM TIME TO TIME, WHICH RESTRICTS ANY SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, ENCUMBRANCE, PLEDGE OR OTHER TRANSFER OR ALIENATION (WITH OR WITHOUT CONSIDERATION) OF SUCH INTEREST. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH LIMITED LIABILITY AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES LAWSMAY NOT BE SOLD, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY, IF THE COMPANY SO REQUESTS, OF AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). REQUIRED FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESUCH TRANSFER.”

Restrictive Legend. In order to reflect the restrictions on disposition The Investor acknowledges and agrees that all certificates and other instruments representing any of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with Shares shall bear a restrictive legend, including without limitation one or both legend in substantially the following form (and a stop-transfer order may be placed against transfer of the following: any such securities): “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, WITHOUT ANY VIEW TOWARDS RESALE, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND MAY PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS AWARE THAT THEY MAY BE REQUIRED TO DELIVER TO BEAR THE COMPANY, IF FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD IN THE COMPANY SO REQUESTS, ABSENCE OF AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) ISSUER TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT (OR QUALIFICATION UNDER AND ANY APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT .” ARTICLE VIII CONDITIONS PRECEDENT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES’S OBLIGATIONS The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”on or prior to Closing Date, of the following conditions:

Restrictive Legend. In order The Holder understands that, except as otherwise specified pursuant to reflect the restrictions on disposition of the Units as set forth in this AgreementSection 6(d)(ii), the certificates for representing shares of Series B-1 Preferred Stock and the Units will be endorsed with Conversion Shares shall bear a restrictive legend, including without limitation one or both legend in substantially the following form (and a stop-transfer order consistent therewith may be placed against transfer of the following: such certificates): “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS SECURITIES REPRESENTED HEREBY AND THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE REQUIRED SOLD, TRANSFERRED OR AS-SIGNED EXCEPT PURSUANT TO DELIVER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (OR QUALIFICATION PURSUANT TO A PRIVATE SALE EFFECTED UNDER STATE SECTION 4(A)(7) OF THE SECURITIES LAWSACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) IS AVAILABLE WITH RESPECT AND A HALF” SALE SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY TRANSFER SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (REASONABLE AND CUSTOMARY CERTIFICATIONS, OPINIONS OF COUNSEL AND/OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE OTHER INFORMATION REASONABLY SATISFACTORY TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODETHEM.”

Restrictive Legend. In order The Triarc Certificates, when issued pursuant to reflect this Agreement and, if the restrictions on disposition Triarc B-2 Election shall have been made, when issued upon conversion of the Units as set forth in this Agreementshares of Triarc Class B-2 Common Stock, will contain the certificates for the Units will be endorsed with a restrictive following legend, including without limitation one or both of the following: “NEITHER THESE SECURITIES NOR THE UNITS REPRESENTED BY THIS CERTIFICATE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE, NOR MAY ANY INTEREST THEREIN BE, OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UNDER ANY IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED SUBJECT TO DELIVER TO THE COMPANYCERTAIN EXCEPTIONS, IF THE COMPANY SO REQUESTS, AN A LEGAL OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, IN FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units as set forth in Unless and until otherwise permitted by this Section 12, each certificate for Warrants issued under this Agreement, the certificates each certificate for the Units will any Warrants issued to any transferee of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant and each certificate for any Warrant Stock issued to any transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS REGISTERED UNDER THE ACT AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER , EXCEPT UPON DELIVERY TO THE COMPANY, IF THE COMPANY SO REQUESTS, OF AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO IT AND TO ITS COUNSEL TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT (ACT, OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO LAWS OR ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (RULE OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEREGULATION PROMULGATED THEREUNDER.”"

Restrictive Legend. In order to reflect (a) Each certificate representing the restrictions on disposition of Company Common Stock will contain a legend in substantially the Units as set forth in this Agreement, following form and any other legends required under the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingCompany’s Charter Documents: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT MADE AS OF [ ], 2019 INCLUDING RESTRICTIONS ON TRANSFER, TO WHICH THE COMPANY AND ALL STOCKHOLDERS ARE PARTY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT, AND ANY HOLDER OF SHARES OF THE COMPANY (WHETHER ACQUIRED UPON ISSUANCE OR TRANSFER) SHALL BE, AND BE DEEMED TO BE, A PARTY TO AND BOUND BY THAT AGREEMENT, WHICH SHALL CONTINUE TO BE EFFECTIVE NOTWITHSTANDING ANY ISSUE OR TRANSFER OF SHARES OF THE COMPANY. A COPY OF THE STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, SECURITY OR BLUE SKY LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION THEREFROM UNDER THE SECURITIES SAID ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect the restrictions on disposition Each certificate for any Reserved Shares issued upon conversion of the Units as set forth in this AgreementNotes held by the Investors and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Sections 7.2(c) and 7.2(d)), the certificates for the Units will be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS EITHER (I) SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTERED OR QUALIFIED UNDER ANY STATE OTHER APPLICABLE SECURITIES LAWSSTATUTE, AND OR (II) SUCH SHARES MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF PURSUANT TO AN EXEMPTION FROM THE REGISTRATION IS AVAILABLEREQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES STATUTE. THE HOLDER CORPORATION MAY, IN ITS DISCRETION, REQUIRE DELIVERY OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY) CORPORATION, TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH EXEMPTIONS ARE AVAILABLE FOR THE SECURITIES ACT (OFFER, SALE, TRANSFER, PLEDGE OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OTHER DISPOSITION OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESHARES REPRESENTED HEREBY.”

Restrictive Legend. In order to reflect (a) All certificates representing the restrictions on disposition of Common Shares shall bear the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a restrictive following legend, including without limitation one or both of the followingin addition to any other legends that are necessary to comply with applicable Law: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, OR BLUE SKY LAWS AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SUCH SECURITIES, ACCOMPANIED BY A WRITTEN OPINION DELIVERED TO AND SATISFACTORY TO STANDARD MOTOR PRODUCTS, INC. (THE "COMPANY") IN FORM AND SUBSTANCE FROM COUNSEL SATISFACTORY TO THE COMPANY BY REASON OF EXPERIENCE TO THE EFFECT THAT THE HOLDER MAY TRANSFER SUCH SECURITIES AS DESIRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND (OR QUALIFICATION UNDER 3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AN OPERATING THE PROVISIONS OF A SHARE OWNERSHIP AGREEMENT (A COPY DATED AS OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM JUNE 30, 2003 BY AND BETWEEN XXXX CORPORATION AND THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII WHICH CONTAINS CERTAIN RESTRICTIONS ON TRANSFERABILITY OF THE UNIFORM COMMERCIAL CODESECURITIES REPRESENTED HEREBY.”

Restrictive Legend. In order (a) The certificates representing the Parent Shares to reflect be issued and delivered hereunder shall bear the following legend (it being agreed that if the Parent Shares are not in certificated form, other appropriate restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will shall be endorsed with a restrictive legend, including without limitation one or both of implemented to give effect to the following: ): “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAWS, UNDER SUCH ACT AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEUNDER SUCH ACT AND SUCH LAWS. THE HOLDER ISSUER OF THESE UNITS SECURITIES MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, REQUIRE AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT ISSUER THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISE COMPLIES WITH THE SECURITIES ACT (AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)OTHER JURISDICTION. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (ADDITIONAL CONTRACTUAL RESTRICTIONS ON TRANSFER AND, SUBJECT TO CERTAIN EXCEPTIONS, GENERALLY MAY NOT BE TRANSFERRED OR PLEDGED FOR A COPY PERIOD OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM SIX MONTHS AFTER THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODECLOSING DATE.”

Restrictive Legend. In order to reflect Subscriber agrees that the restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with Company may place a restrictive legend, including without limitation one or both of legend on the followingdocuments representing the securities comprising and/or underlying the Offering containing substantially the following language: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SUCH ACT UNLESS SOLD ONLY IF SO REGISTERED PURSUANT TO RULE 144 OF SUCH ACT OR AN EXEMPTION UNLESS THE SALE IS OTHERWISE EXEMPT FROM REGISTRATION IS AVAILABLEREGISTRATION. THE HOLDER COMPANY MAY REQUEST A WRITTEN OPINION OF THESE UNITS MAY BE REQUIRED TO DELIVER COUNSEL SATISFACTORY TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS CERTIFICATE MUST BE SURRENDERED TO THE CORPORATION OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)REPRESENTED BY THIS CERTIFICATE. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN AN OPERATING AGREEMENT (BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM IS ON FILE WITH THE SECRETARY OF THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Except as set forth otherwise provided in this AgreementSection 11, each certificate representing Warrant Shares or Conversion Shares delivered to the certificates for the Units will Holder, and each certificate representing Common Stock issued to any subsequent transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWSLAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, (B) SUCH TRANSFER IS TO AN EXEMPTION FROM REGISTRATION IS AVAILABLE. AFFILIATE OF THE HOLDER, (C) THE HOLDER OF THESE UNITS MAY THE SECURITIES PROPOSED TO BE REQUIRED TRANSFERRED SHALL HAVE DELIVERED TO DELIVER TO ENTEX HOLDINGS, INC. EITHER A NO-ACTION LETTER FROM THE COMPANY, IF THE COMPANY SO REQUESTS, SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY EXPERIENCED IN SECURITIES MATTERS TO THE EFFECT THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS , WHICH OPINION IS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ENTEX HOLDINGS, INC. OR (D) SUCH TRANSFER IS PURSUANT TO RULE 144 UNDER THE ACT AND SUCH HOLDER(S) SHALL HAVE DELIVERED TO ENTEX HOLDINGS, INC. A CERTIFICATE SETTING FORTH THE BASIS FOR APPLYING SUCH RULE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEPROPOSED TRANSFER.”"

Restrictive Legend. In order to reflect the restrictions on disposition transfer of the Units as set forth in this AgreementShares, the stock certificates for the Units Shares will be endorsed with a restrictive legend, including without limitation one or both of the followingfollowing legends: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR UNDER THE SECURITIES ACT OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT AND ANY APPLICABLE STATE LAWS, AS AMENDED(B) A `NO ACTION' LETTER OF THE SECURITIES AND EXCHANGE COMMISSION AND APPROPRIATE STATE AUTHORITIES WITH RESPECT TO SUCH SALE OR OFFER, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER (C) SATISFACTORY ASSURANCES TO THE COMPANY, IF THE COMPANY SO REQUESTS, CORPORATION (WHICH MAY INCLUDE AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANYCORPORATION) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES SUCH ACT (OR QUALIFICATION UNDER AND APPLICABLE STATE SECURITIES LAWS) LAWS IS AVAILABLE NOT REQUIRED WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (SUCH SALE OR QUALIFIED). OFFER." "THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SHARES REPRESENTED BY THIS CERTIFCATE ARE SUBJECT TO AN OPERATING A RIGHT OF ASSIGNMENT IN FAVOR OF THE COMPANY AS SET FORTH IN THAT CERTAIN AGREEMENT (TO PROVIDE GUARANTY BETWEEN THE COMPANY AND THE HOLDER HEREOF, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODECOMPANY WITHOUT CHARGE.”"

Restrictive Legend. In order to reflect Each Non-Offered Note shall, unless the restrictions Issuer (or the Administrator on disposition of its behalf) determines otherwise in compliance with applicable law, bear on its face a legend (the Units as set forth “Restrictive Legend”) in this Agreement, substantially the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingfollowing form: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, OF THE UNITED STATES OR ANY OTHER RELEVANT JURISDICTION AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED RESOLD, PLEDGED, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL OTHERWISE TRANSFERRED (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANYA)(1) TO A PERSON WHO IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) WITHIN THE EFFECT THAT AN EXEMPTION FROM REGISTRATION MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), PURCHASING FOR ITS OWN ACCOUNT OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION, EACH OF WHICH IS A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QIB, (2) OUTSIDE THE UNITED STATES TO CERTAIN PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION, EACH OF WHICH IS NOT A U.S. PERSON, IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S, IN EACH CASE IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$100,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS THEREOF FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, (B) IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND (C) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE. NO SALE OR TRANSFER OF THIS NOTE MAY BE MADE TO A PURCHASER WHO IS (A) ACTING ON BEHALF, OR USING ANY “PLAN ASSETS,” OF AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE UNDER ERISA, WHICH PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, OR LOCAL LAW (EACH, A “SIMILAR LAW’) THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) AND (B) ACQUIRING OR HOLDING SUCH NOTE IN A MANNER THAT IS NOT ELIGIBLE FOR AN EXEMPTION GRANTED BY UNITED STATES DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 00-00, XXXX 00-0, XXXX 00-00, XXXX 00-00, XXXX 96-23, OR A SIMILAR EXEMPTION, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, THAT WOULD EITHER CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION. NO TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE MADE (AND NEITHER THE INDENTURE TRUSTEE NOR THE NOTE REGISTRAR WILL RECOGNIZE ANY SUCH TRANSFER) IF SUCH TRANSFER WOULD BE MADE TO A PERSON THAT IS OTHERWISE UNABLE TO MAKE THE CERTIFICATIONS AND REPRESENTATIONS DEEMED TO BE MADE BY SUCH PERSON IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, TRANSFER OF THIS NOTE IS RESTRICTED, AND AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME OR UNTIL MATURITY. ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS IN VIOLATION OF THE UNITSFOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY. EACH TRANSFEROR OF THIS NOTE AGREES TO PROVIDE NOTICE OF THE UNITS EVIDENCED HEREBY ARE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE INDENTURE TO THE TRANSFEREE. IN ADDITION TO THE FOREGOING, THE ISSUER MAINTAINS THE RIGHT TO RESELL ANY INTEREST IN THIS NOTE PREVIOUSLY TRANSFERRED TO AN IMPERMISSIBLE HOLDER IN ACCORDANCE WITH AND SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII TERMS OF THE UNIFORM COMMERCIAL CODEINDENTURE.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Each certificate representing Preferred Stock or Conversion Shares shall, except as set forth otherwise provided in this AgreementSection 1.3, the certificates for the Units will be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend substantially in the followingfollowing form: “"TRANSFER RESTRICTED THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS (I) UPON TRANSFER PURSUANT TO AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND ITS SHAREHOLDERS, AND (II) PURSUANT TO AN AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN SHAREHOLDERS. A COPY OF THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND A COPY OF THE AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE UPON THE WRITTEN REQUEST OF THE HOLDER HEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”"

Restrictive Legend. In order to reflect Each certificate representing the restrictions on disposition SynQuest Shares and each certificate issued upon exchange or transfer of the Units as set forth in this Agreement, the certificates for the Units will SynQuest Shares must be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend substantially in the followingfollowing form: “"THE UNITS SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAW OR THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "FEDERAL ACT"). THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE CORPORATION AS HAVING ANY INTEREST IN SUCH SHARES, UNLESS SUCH SHARES ARE TRANSFERRED IN ACCORDANCE WITH REGULATION S OF THE FEDERAL ACT OR ARE THE SUBJECT OF (I) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES UNDER THE FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL (REASONABLY MUST BE SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) CORPORATION, TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (TRANSACTION BY WHICH SUCH SHARES WILL BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR QUALIFICATION UNDER STATE SECURITIES LAWS) OTHERWISE DISPOSED OF IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST EXEMPT FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND REGISTRATION REQUIREMENTS OF SUCH ACTS OR IS OTHERWISE IN COMPLIANCE WITH THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII REGISTRATION REQUIREMENTS OF THE UNIFORM COMMERCIAL CODESUCH ACTS.”"

Restrictive Legend. In order Each certificate evidencing any Restricted Securities and each certificate evidencing any such securities issued to reflect subsequent transferees of any Restricted Securities shall (unless otherwise permitted by the restrictions on disposition provisions of the Units as set forth in this Agreement, the certificates for the Units will Section 3.3 or 3.11 hereof) be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLELAW. THE HOLDER SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF THESE UNITS MAY BE REQUIRED TO DELIVER TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION SECURITIES UNDER THE SECURITIES ACT (OF 1933 OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY LAW OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. ADDITIONALLY, THE TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SECURITIES IS SUBJECT TO AN OPERATING THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG REPLIDYNE, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON AT NO COST BY WRITTEN REQUEST FROM MADE BY THE COMPANY). FOR ALL PURPOSES, HOLDER OF RECORD OF THIS CERTIFICATE AND TO THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII SECRETARY OF THE UNIFORM COMMERCIAL CODEREPLIDYNE, INC.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Except as set forth otherwise provided in this AgreementArticle II, the certificates for the Units will each certificate representing Shares or Warrant Shares shall be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED SOLD OR OTHERWISE TRANSFERRED, UNLESS AND SOLD ONLY IF SO UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN EXEMPTION FROM OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED. SUCH SECURITIES ARE SUBJECT TO THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF NOVEMBER 30, 2004, BETWEEN QUICK-MED TECHNOLOGIES, INC. AND PHRONESIS PARTNERS, LP, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF QUICK-MED TECHNOLOGIES, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AGREES TO BE BOUND BY THE TERMS AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII CONDITIONS OF THE UNIFORM COMMERCIAL CODESUCH STOCK PURCHASE AGREEMENT.”

Restrictive Legend. In order to reflect the restrictions on disposition absence of the Units as set forth in this Agreement, the certificates for the Units will be endorsed with a more restrictive legend, including without limitation one all certificates which evidence Membership Interests shall be stamped or both of typed in a conspicuous place with the followingfollowing legend: “THE UNITS INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY AGREEMENT OF THE COMPANY DATED AS OF JANUARY 17, 1997, AS IT EXISTS FROM TIME TO TIME, WHICH RESTRICTS ANY SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, ENCUMBRANCE, PLEDGE OR OTHER TRANSFER OR ALIENATION (WITH OR WITHOUT CONSIDERATION) OF SUCH INTEREST. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE 61 67 COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH LIMITED LIABILITY AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES LAWSMAY NOT BE SOLD, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY, IF THE COMPANY SO REQUESTS, OF AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)REQUIRED FOR SUCH TRANSFER. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODESuch legend shall also be placed on all Certificates which are hereafter issued to any Member.”

Restrictive Legend. In order Each certificate for shares of Common Stock or Preferred Stock held by the Investors and each certificate for any such securities issued to reflect subsequent transferees of any such certificate shall (unless otherwise permitted by the restrictions on disposition provisions of the Units as set forth in this Agreement, the certificates for the Units will Sections 6.2(c) and 6.2(d)) be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend in substantially the followingfollowing form: “"THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS, AND . THESE SECURITIES MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS AVAILABLESUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 6.2 OF THE STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 12, 1996, AMONG BONE, MUSCLE AND JOINT, INC. AND THE OTHER PARTIES THERETO, AND NO TRANSFER OF THESE 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 HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER RECORD OF THIS CERTIFICATE TO THE COMPANYSECRETARY OF BONE, IF THE COMPANY SO REQUESTSMUSCLE AND JOINT, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODEINC.”"

Restrictive Legend. In order (a) The certificates representing the Purchaser Shares to reflect be issued and delivered hereunder shall bear the following legend (it being agreed that if the Purchaser Shares are not in certificated form, other appropriate restrictions on disposition of the Units as set forth in this Agreement, the certificates for the Units will shall be endorsed with a restrictive legend, including without limitation one or both of implemented to give effect to the following: ): “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES LAWS, UNDER SUCH ACT AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLEUNDER SUCH ACT AND SUCH LAWS. THE HOLDER ISSUER OF THESE UNITS SECURITIES MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, REQUIRE AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT ISSUER THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISE COMPLIES WITH THE SECURITIES ACT (AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED)OTHER JURISDICTION. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT (ADDITIONAL CONTRACTUAL RESTRICTIONS ON TRANSFER AND, SUBJECT TO CERTAIN EXCEPTIONS, GENERALLY MAY NOT BE TRANSFERRED OR PLEDGED FOR A COPY PERIOD OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM 120 DAYS AFTER [THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OF THE UNIFORM COMMERCIAL CODECLOSING DATE].”

Restrictive Legend. In order The undersigned hereby acknowledges and consents to reflect the restrictions on disposition placement of the Units as set forth in this Agreementfollowing restrictive legends on the stock certificates or other document(s), if any, evidencing the certificates for the Units will be endorsed with a restrictive legend, including without limitation one or both of the followingShares: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. WITHOUT SUCH REGISTRATION, THE SECURITIES LAWSMAY NOT BE SOLD, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED PLEDGED, HYPOTHECATED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OTHERWISE TRANSFERRED, EXCEPT UPON DEIIVERY TO BNSA OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO COUNSEL FOR BNSA THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO BNSA OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY) OFFICERS AND/OR DIRECTORS TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT (OF 1933, AS AMENDED, OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS) LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. NOTICE IS AVAILABLE WITH RESPECT TO ANY HEREBY GIVEN THAT THE SALE, ASSIGNMENT, TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (PLEDGE OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OTHER DISPOSITION OF THE UNITS. THE UNITS EVIDENCED HEREBY SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING A CERTAIN RESTRICTIVE AGREEMENT (BETWEEN THE CORPORATION AND THE STOCKHOLDERS, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM AGREEMENT IS ON FILE IN THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII OFFICE OF THE UNIFORM COMMERCIAL CODESECRETARY OF THE CORPORATION.”

Restrictive Legend. In order to reflect the restrictions on disposition of the Units Each certificate representing Common Shares shall, ------------------ except as set forth otherwise provided in this AgreementSection 3 or in Section 4, the certificates for the Units will be endorsed stamped or otherwise imprinted with a restrictive legend, including without limitation one or both of legend substantially in the followingfollowing form: “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE 1933 (THE "SECURITIES LAWS, ACT") AND MAY NOT BE OFFERED AND OR SOLD ONLY IF SO IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN RULE 902(O) UNDER THE SECURITIES ACT) UNLESS IT HAS BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE UNITS MAY BE REQUIRED THIS SECURITY IS ENTITLED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM CERTAIN REGISTRATION RIGHTS AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING CERTAIN RESTRICTIONS ON SALE, EXCHANGE, TRANSFER, PLEDGE OR DISPOSITION OF THIS SECURITY AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT (A COPY DATED NOVEMBER 24, 1997, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY ARTICLE VIII SECRETARY OF THE UNIFORM COMMERCIAL CODECORPORATION. THE HOLDER OF THIS SECURITY HAS AGREED NOT TO SELL, ASSIGN, TRANSFER, PLEDGE OR OTHERWISE DISPOSE OF THIS SECURITY EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO RULE 144 ("RULE 144") PROMULGATED UNDER THE SECURITIES ACT AS IF SUCH SECURITY WERE A "RESTRICTED SECURITY" WITHIN THE MEANING OF RULE 144. New certificates issued to the transferee pursuant to a sale under Rule 144 or an effective registration statement and otherwise in accordance with this Agreement shall not bear such legend.”