Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) Securities or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofthe Purchase Agreement) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF ) In the Case of Warrant and Warrant Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER . THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT REGISTERED UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE AND QUALIFIED UNDER APPLICABLE STATE SECURITIES AND LAWS OR UNLESS SUCH OFFER, SALE, PLEDGETRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS IN COMPLIANCE WITH EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAW OF ANY STATE LAWS OR OTHER JURISDICTION OR (II) THERE IS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, PLEDGE, OR TRANSFER AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO BOUND BY THE TERMS OF AN INVESTORS' RIGHTS A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3).

Restrictive Legend. (a) Each certificate representing (ia) the Preferred ------------------ Shares Pacific Life Shares, (iib) the Conversion Stockshares of Prison Realty Common Stock issuable upon conversion of any Pacific Life Shares, (c) the Warrant Shares, and (iiid) any other securities issued or issuable, directly or indirectly, in respect of the Pacific Life Shares, the shares of Prison Realty Common Stock issued upon conversion of any of Pacific Life Shares or the foregoing securities Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (each of the foregoing securities in clauses (a) through (d) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 1.4 hereof9.2) be stamped or otherwise imprinted with legends contain a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under any applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER THE ANY -32- 39 APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR OTHERWISE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNTIL THE SAME HAVE BEEN REGISTERED UNDER SAID ACT OR LAWS OR UNTIL THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT THAT SUCH OFFER, SALE, PLEDGE, SHARES MAY LEGALLY BE SOLD OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESOTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION. COPIES OF THE RIGHTS AGREEMENT AGREEMENTS COVERING THE PURCHASE, TRANSFER AND REGISTRATION OF THESE SHARES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and Prison Realty will promptly, upon request, remove any subsequent holder such legend when no longer required by the terms of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3Agreement or by applicable law.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall The Securities (unless otherwise permitted by registered under the provisions of Section 1.4 hereofAct) shall be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE SECURITIES LAW LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOFCERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLDSOLD OR OTHERWISE TRANSFERRED, PLEDGED, PLEDGED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT IS IN EFFECT AS AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS MAY REQUIRE AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND ISSUER THAT SUCH OFFER, SALESALE OR TRANSFER, PLEDGEPLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. The Securities also shall be stamped or imprinted with the following additional legends: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, OR TRANSFER IS INCLUDING A LOCK-UP PERIOD IN COMPLIANCE WITH APPLICABLE SECURITIES LAW THE EVENT OF ANY STATE OR OTHER JURISDICTION. FURTHERMOREA PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION COMPANY AND THE ORIGINAL HOLDERS OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6SHARES, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY. Each Holder and Any legend required by any subsequent holder of any Restricted Securities consents applicable state securities laws or other agreements relating to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3Securities.

Restrictive Legend. (a) Each stock certificate representing (i) the Preferred ------------------ Shares Securities, or (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Securities upon any stock split, stock dividend, merger, consolidation, recapitalization, merger, consolidation or similar eventevent (collectively the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or --------------------- otherwise imprinted with legends in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES --- HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, SATISFACTORY TO THE COMPANYCORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESAVAILABLE. COPIES OF THE RIGHTS AGREEMENT AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER, THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS IMPOSING A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. Each Holder Investor and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3Section.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Stock, (ii) the Conversion Stock, and (iii) the Founders' Stock, the Warrant Stock or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) legends required hereunder by agreement or under by applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES GENERALLY MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180-DAYS FOLLOWING THE EFFECTIVE DATE OF CERTAIN REGISTRATION STATEMENTS OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, AN AGREEMENT BETWEEN THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS SHARES, A COPY OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD PRINCIPAL OFFICE OF THE CERTIFICATE TO THE SECRETARY ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYTHESE SHARES. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer described established in this Section 1.3Agreement.

Restrictive Legend. (a) Each certificate representing (ia) the Preferred ------------------ Shares Investor Stock, (iib) the Conversion Common Stock of the Company (the “Common Stock”) issued upon conversion of the Investor Stock, and (iiic) any other securities issued or issuable, directly or indirectly, in respect of any the Investor Stock or Common Stock issued upon conversion of the foregoing securities Investor Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof1.2 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF ). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES AND MAY NOT BE OFFEREDSOLD, SOLDMORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) A WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT OF 1933, AS TO THESE AMENDED, AND ANY APPLICABLE STATE SECURITIES AND SUCH OFFER, SALE, PLEDGELAWS, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW THE AVAILABILITY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, FROM THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS REGISTRATION PROVISIONS OF THE COMPANY'S SECURITIESSECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. Each Holder and any subsequent holder of any Restricted Securities stockholder consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Investor Stock or the Common Stock in order to implement the restrictions on transfer described established in this Section 1.31. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(d) under the Securities Act of 1933, as amended (the “1933 Act”).

Restrictive Legend. (a) Each certificate All certificates representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Company that are subject to this Agreement shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO THE SECURITIES ACT CONDITIONS SPECIFIED IN THE THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT, DATED AS OF 1933APRIL __, AS AMENDED 2000, AND ANY AMENDMENT THERETO OR RESTATEMENTS THEREOF (SUCH AGREEMENT INCLUDING ANY SUCH AMENDMENT OR RESTATEMENTS, THE "ACTAGREEMENT")) AMONG COSINE COMMUNICATIONS, OR UNDER THE SECURITIES LAW OF ANY STATE OR INC. AND CERTAIN OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT SIGNATORIES THERETO, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR NO TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED PURSUANT SUBJECT TO A VOTING AGREEMENT CONTAINED IN THE AGREEMENT AND BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THE AGREEMENT. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS COSINE COMMUNICATIONS, INC. HAS AGREED TO DELIVER TO THE TERMS HOLDER HEREOF A NEW CERTIFICATE NOT BEARING THIS LEGEND FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS HEREOF. A COPY OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCOSINE COMMUNICATIONS, INC. Each Holder and any subsequent The foregoing legend shall be removed with respect to such securities upon request of the holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in such securities at such time as this Section 1.3Agreement is terminated.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Series A Preferred, (ii) shares of the Conversion StockCompany's Common Stock issued upon conversion of the Series A Preferred, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any the Series A Preferred (or Common Stock issued upon conversion of the foregoing securities Series A Preferred) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, PLEDGED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND EFFECTIVE COVERING SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESAVAILABLE. COPIES OF THE RIGHTS AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION COMPANY AT THE ITS PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYOFFICES. Each Purchaser and Holder and any subsequent holder of any Restricted Securities consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Series A Preferred or the Common Stock in order to implement the restrictions on transfer described established in this Section 1.3Section.

Restrictive Legend. (a) Each Pursuant to Section 7.1 hereof, each certificate representing (i) the Preferred ------------------ Laser Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, received by Parent Holdings shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially the following form legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND COLEMAN (in addition to any legend(sPARENT) required hereunder or under applicable state securities laws): HOLDINGS INC. AND MAY NOT BE OFFERED, SOLD, XXXXXXERRED, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF OR TRANSFERRED (OTHER THAN, IN ANY SUCH CASE, IN CONNECTION WITH A PLEDGE TO SECURE BONA FIDE INDEBTEDNESS OR OTHER OBLIGATIONS) ("TRANSFERRED") EXCEPT AS PERMITTED BY THE SALE AND ISSUANCE OF TERMS THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW LAWS OF ANY STATE OR OTHER JURISDICTIONSTATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFEREDTRANSFERRED, SOLDAND THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, PLEDGED, OR TRANSFERRED UNLESS EXCEPT (IA) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS ACT, (B) PURSUANT TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGERULE 144 UNDER THE ACT, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW (C) UPON RECEIPT BY THE COMPANY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONEXEMPT FROM REGISTRATION UNDER THE ACT. FURTHERMOREUpon request of Parent Holdings, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents Laser shall cause to the Company making a notation on its records and giving instructions be issued certificates representing such Laser Shares as to any transfer agent of the Restricted Securities in order to implement which the restrictions on transfer described in this Section 1.3set forth herein are no longer applicable without such legend .

Restrictive Legend. (a) Each certificate representing (i) The Holder understands that until such time as this Warrant and the Preferred ------------------ Exercise Shares , (ii) have been registered under the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted Securities Act as contemplated by the provisions of Section 1.4 hereof) be stamped Registration Rights Agreement or otherwise imprinted with legends may be sold pursuant to Rule 144 or Rule 144(k) under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Warrant and the Exercise Shares may bear a restrictive legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): THE SALE AND ISSUANCE OF “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS PURSUANT TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND THAT SUCH OFFER, A HALF” SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, .” “THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION ASSIGNMENT OF THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED PURSUANT SUBJECT TO THE TERMS AND CONDITIONS OF AN INVESTORS' A CERTAIN REGISTRATION RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6AS OF _______, 19982007, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY, THE COMPANY AND A CERTAIN HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S ITS OUTSTANDING SECURITIES. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.”

Restrictive Legend. (a) Each certificate representing (i) the ------------------ Preferred ------------------ Shares , (ii) Stock and the Conversion Stock, Shares and (iii) any shares of Common Stock or other securities issued or issuable, directly or indirectly, in respect of any of such Preferred Stock or the foregoing securities Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof8.4 below) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): legend: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SALE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND ISSUANCE OF INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SHARES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER (2) THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES COMPANY SHALL HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, IT THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT NO VIOLATION OF SUCH OFFER, SALE, PLEDGEACT OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER, OR (3) THE COMPANY SHALL HAVE RECEIVED A "NO ACTION" LETTER FROM THE SECURITIES EXCHANGE COMMISSION COVERING SUCH TRANSFER AND AN OPINION AS REFERRED TO ABOVE RELATING TO STATE LAW; TRANSFERABILITY IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT FURTHER SUBJECT TO THE TERMS PROVISIONS OF AN INVESTORS' RIGHTS A PREFERRED STOCK PURCHASE AGREEMENT, A COPY OF WHICH AGREEMENT (IS ON FILE AT THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS PRINCIPAL OFFICE OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3."

Restrictive Legend. (a) Each certificate representing (ia) the Preferred ------------------ Shares Preferred, (iib) shares of the Conversion StockCommon Stock issued upon conversion of the Preferred, (c) any security for which subsequent registration rights are granted in accordance with Section 20(b) of the Agreement, and (iiid) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities shares described in clauses (a), (b), and (c) above upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof3 above) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, PLEDGED OR TRANSFERRED UNLESS (I) A THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND COVERING SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FOR SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESAVAILABLE. COPIES OF THE RIGHTS AGREEMENT AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES. Each Purchaser and Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred or the Common Stock in order to implement the restrictions on transfer described established in this Section 1.3Section.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) shall be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): “THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR TRANSFERRED UNLESS (I) A HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, THEREUNDER OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT FROM SUCH OFFERREGISTRATION.” In addition, SALEfor so long as the Shares are subject to the restrictions set forth in the first sentence of Section 2, PLEDGE, OR each certificate representing the Shares shall be stamped or otherwise imprinted with a legend in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER IS SET FORTH IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "INVESTOR RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG . THE COMPANY, COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, AS IN EFFECT ON THE COMPANY'S SECURITIES. COPIES DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” In addition, each certificate representing Common Stock issuable upon conversion of the Series B Preferred Stock shall be stamped or otherwise imprinted with a legend in the following form: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY WRITTEN REQUEST MADE BY THE HOLDER REFERENCE AND A COPY OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” Each Holder and any subsequent holder of any Restricted Securities Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described set forth in this Section 1.32.

Restrictive Legend. (a) Each certificate DPY Stockholder agrees that any certificates representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued Class B Stock now or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted hereafter owned by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially such DPY Stockholder will bear the following form (legend in addition to any legend(s) legends required hereunder or under applicable state securities laws): by law: “THE SALE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE TERMS OF THAT CERTAIN DPY STOCKHOLDERS’ AGREEMENT (THE “AGREEMENT”), DATED FEBRUARY 22, 2023, BY AND ISSUANCE AMONG THE XXXXXXX X. XXXXXX 2015 GST TRUST, THE XXXXX X. XXXXXX 2015 GST TRUST, THE XXXXXXX X. XXXXXX 2015 GST TRUST, THE XXXXX X. XXXXXX NONEXEMPT TRUST CREATED UNDER THE XXXXXXX X. XXXXXX 1994 TRUST, XXXXX X. XXXXXX, XXXXXXX X. XXXXXX, XXXXXXX X. XXXXXX AND XXXXX X. XXXXXXXX, AS IT MAY BE AMENDED FROM TIME TO TIME. A COPY OF THE SECURITIES FORM OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE REGISTERED HOLDER OF SUCH CERTIFICATE UPON WRITTEN REQUEST. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOLAWS AND, OR IN CONNECTION WITHACCORDINGLY, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS IN THE ABSENCE OF EITHER (I1) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE AND APPLICABLE STATE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION LAWS OR (II2) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3FROM REGISTRATION THEREUNDER.”

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Shares, (ii) the Conversion Stock, Shares and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Shares or the Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (hereinafter collectively referred to as the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 1.4 hereof12.3 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR QUALIFIED UNDER THE SECURITIES LAW LAWS OF ANY STATE OR OTHER JURISDICTIONSTATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR SUCH 27 28 QUALIFICATION UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE ACCORDANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE RULE 144 OR OTHER JURISDICTION SIMILAR RULE OR (II) THERE IS UNLESS TRITON RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS IN COMPLIANCE WITH EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESLAWS. COPIES OF THE RIGHTS AGREEMENT 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. Each Holder IBM and any each subsequent holder of any Restricted Securities transferee (hereinafter collectively referred to as a "Holder") consents to the Company TRITON making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares or the Conversion Shares in order to implement the restrictions on transfer described established in this Section 1.312.

Restrictive Legend. (a) Each certificate representing (i) the Serial Preferred ------------------ Shares , (ii) shares of the Conversion Stock, and Company's Common Stock issued upon conversion of the Serial Preferred (iii) any other securities shares issued or issuable, directly or indirectly, issuable in respect of any of the foregoing securities shares described in clauses (i)-(ii) above upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESUNDER SAID ACT. COPIES OF THE RIGHTS AGREEMENT 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, INCLUDING A RIGHT OF FIRST OFFER, AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. SUCH TRANSFER RESTRICTIONS, INCLUDING THE RIGHT OF FIRST OFFER ARE BINDING ON TRANSFEREES OF THESE SHARES.

Restrictive Legend. (a) Each certificate representing (i) shares of the Preferred ------------------ Shares Common Stock issuable upon exercise of the Warrants, (ii) the Conversion Stock, and (iii) or any other securities issued or issuable, directly or indirectly, in respect of any the Common Stock issued upon exercise of the foregoing securities Warrants, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, HYPOTHECATED OR TRANSFERRED UNLESS OTHERWISE ASSIGNED EXCEPT PURSUANT TO (I1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SUCH ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II2) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SUCH SECURITIES. THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED PURSUANT ALSO SUBJECT TO THE TERMS PROVISIONS OF (i) AN AGREEMENT, DATED AS OF OCTOBER 14, 1997, BY AND BETWEEN NUTRAMAX PRODUCTS, INC. AND CAPE ANN INVESTORS' RIGHTS AGREEMENT , L.L.C., AND (THE "RIGHTS ii) A CERTAIN STOCK PUXXXASE AGREEMENT") , DATED JULY 6AS OF AUGUST 12, 19981997, AMONG THE COMPANYAS AMENDED, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESBY AND BETWEEN NUTRAMAX PRODUCTS, INC. AND CAPE ANN INVESTORS, L.L.C., INCLUDING CERTAIN RESTRICTIXXX ON TRANSFER SET FORTH THEREIN. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION SUCH AGREEMENTS ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANYNUTRAMAX PRODUCTS, INC. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Common Shares, (ii) Preferred Shares, (iii) Common Shares issued upon conversion of the Conversion StockPreferred Shares, and (iiiiv) any other securities issued or issuable, directly or indirectly, in respect of any the Preferred Shares and Common Shares issued upon conversion of the foregoing Preferred Shares (any such securities upon any stock splitlisted in the preceding subsections (i), stock dividend(ii), recapitalization(iii) or (iv), merger, consolidation or similar event“Restricted Securities”), shall (unless otherwise permitted by the provisions of Section 1.4 hereof13 below) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES LAW ACT OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO1933, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT RESTRICTING THEIR TRANSFER, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED TO ANY PROSPECTIVE PURCHASERS ON REQUEST. THE AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER HYPOTHECATION OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF SHARES REPRESENTED BY THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.

Restrictive Legend. (a) Each certificate representing (ia) the Preferred ------------------ Shares Shares, (iib) the Conversion Stock, Shares and (iiic) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities referenced in clauses (a), (b) or (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofbelow) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): "THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONAMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE ACCORDANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AGREEMENTS AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS CERTAIN SHAREHOLDERS OF THE COMPANY'S SECURITIES. COMPANY AND THE ORIGINAL SHAREHOLDER, COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AT COMPANY." "THE PRINCIPAL EXECUTIVE OFFICES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. , AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT." Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described established in this Section 1.32.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in bear substantially the following form legends (in addition to any legend(s) legends required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE ACT TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SPECIFIED IN EFFECT AS TO THESE SECURITIES THE COMMON STOCK PURCHASE AGREEMENT DATED DECEMBER 16, 1999 BETWEEN THE COMPANY AND SUCH OFFERTHE ORIGINAL PURCHASER, SALE, PLEDGE, AND NO TRANSFER OF SHARES SHALL BE VALID OR TRANSFER IS IN EFFECTIVE ABSENT COMPLIANCE WITH APPLICABLE SECURITIES LAW SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS INCLUDING SECTIONS 5.1 AND 6.3 OF THE COMPANY'S SECURITIESAGREEMENT. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder Upon the request of Purchaser, the Company shall remove the foregoing legend from the certificates evidencing the Shares and any subsequent holder issue to Purchaser new certificates free of any Restricted Securities consents to transfer legend if with such request, and at the request of the Company, the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.shall have received

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, evidencing any Restricted Securities and (iii) each certificate evidencing any other such securities issued or issuable, directly or indirectly, in respect to subsequent transferees of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Restricted Securities shall (unless otherwise permitted by the provisions of Section 1.4 3.3 or 3.10 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OF 1933 OR TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT UNDER SUCH OFFER, SALE, PLEDGE, ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAW. FURTHERMOREADDITIONALLY, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT IS SUBJECT TO THE TERMS OF AN INVESTORSCONDITIONS SPECIFIED IN THE STOCKHOLDERS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") , DATED JULY 6NOVEMBER 5, 19981993, AMONG LEUKOSITE, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AS AMENDED, AND IN THE COMPANYSTOCK RESTRICTION AGREEMENT, THE HOLDER DATED NOVEMBER 5, 1993, AMONG LEUKOSITE, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AS AMENDED, AND NO TRANSFER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESSUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE RIGHTS AGREEMENT SUCH AGREEMENTS MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3LEUKOSITE, INC.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Preferred, (ii) shares of the Conversion StockCompany’s Common Stock issued upon conversion of the Preferred, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any the Preferred (or Common Stock issued upon conversion of the foregoing securities Preferred) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, PLEDGED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND EFFECTIVE COVERING SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM THEREROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESAVAILABLE. COPIES OF THE RIGHTS AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION COMPANY AT THE ITS PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYOFFICES. Each Holder and any subsequent holder of any a certificate representing Restricted Securities consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred or the Common Stock in order to implement the restrictions on transfer described established in this Section 1.3Section.

Restrictive Legend. (a) Each certificate representing (i) the Preferred Merger ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in bear substantially the following form legends (in addition to any legend(s) legends required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, AS AMENDED THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SPECIFIED IN THE AGREEMENT AND PLAN OF REORGANIZATION AMONG THE ISSUER, HC2 ACQUISITION CORP., AND EPILLS INC. DATED ___________________, 1999 (THE "ACTAGREEMENT"), OR UNDER WHICH INCLUDES AN OBLIGATION TO NOTIFY THE SECURITIES LAW OF ISSUER PRIOR TO ANY STATE SALE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT TRANSACTION, AND NOT WITH A VIEW TO, NO TRANSFER OF SHARES SHALL BE VALID OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN EFFECTIVE ABSENT COMPLIANCE WITH APPLICABLE SECURITIES LAW SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS INCLUDING SECTION 5.9 OF THE COMPANY'S SECURITIESAGREEMENT. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYISSUER. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described The legend contained in this Section 1.35.9(g) shall be removed from a certificate in connection with any sale in compliance with the terms of this Agreement and pursuant to the Resale S-1 Registration Statement, or pursuant to Rule 144 (if accompanied by any legal opinion reasonably required by the Buyer), but shall not be removed in any other circumstance without Buyer's prior written consent (which consent shall not be unreasonably withheld or delayed and shall be granted if such legend is no longer appropriate).

Restrictive Legend. (a) Each certificate representing (ia) the Preferred ------------------ Shares Preferred, (iib) shares of the Conversion StockCommon Stock issued upon conversion of the Preferred, (c) any security for which subsequent registration rights are granted in accordance with Section 24(b) of the Agreement, and (iiid) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities shares described in clauses (a), (b), and (c) above upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof3 above) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, PLEDGED OR TRANSFERRED UNLESS (I) A THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND COVERING SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FOR SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESAVAILABLE. COPIES OF THE RIGHTS AGREEMENT AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES. Each Purchaser and Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred or the Common Stock in order to implement the restrictions on transfer described established in this Section 1.3Section.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) In addition to any other securities issued or issuablelegend that may be required, directly or indirectly, in respect of any of each certificate (if any) representing the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Subject Shares shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities lawsLaws): THE SALE AND ISSUANCE OF “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED, AS AMENDED (THE "“SECURITIES ACT"), ”) OR UNDER THE SECURITIES LAW LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOFJURISDICTIONS. THESE SECURITIES MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR TRANSFERRED UNLESS HYPOTHECATED IN THE ABSENCE OF (IA) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH (B) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAW LAWS. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONTHESE RESTRICTIONS SHALL BE VOID. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, ASSIGNMENT OR TRANSFER OR OTHER DISPOSITION OF THESE THE SECURITIES ARE RESTRICTED PURSUANT REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN INVESTORS' RIGHTS AGREEMENT (THE "INVESTOR RIGHTS AGREEMENT") , DATED JULY 6[•], 19982023, AMONG BY AND BETWEEN THE COMPANY, COMPANY AND THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS THE SECURITIES. BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL PROVISIONS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS SAID AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder AS APPLICABLE.” The Investor agrees and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving entry of stop transfer instructions to any with the Company’s transfer agent and registrar against the Transfer of the Restricted Securities Subject Shares except in order to implement compliance with the restrictions on transfer described set forth in this Section 1.34.3.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Stock, (ii) the Conversion Stock, (iii) the Warrant Common, (iv) the Warrants, and (iiiv) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Preferred Stock, the Conversion Stock, the Warrant Common or the Warrants upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, event shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends in substantially the following form legend (in addition to any legend(s) legend required hereunder or under applicable state securities laws): "THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS CORPORATION RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, EXEMPT FROM THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE COMPANY'S SECURITIESACT. COPIES OF THE RIGHTS AGREEMENT AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE MADE) BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. CORPORATION." Each Holder and any subsequent holder of any Restricted Securities Purchaser consents to the Company Corporation making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock, the Warrant Common, the Common Stock or the Warrants in order to implement the restrictions on transfer described established in this Section 1.3Registration.

Restrictive Legend. (a) Each certificate representing Unless and until (i) the Preferred ------------------ Shares , an Initial Security is sold under an effective Registration Statement or (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectlyan Initial Security is exchanged for an Exchange Security in connection with an effective Registration Statement, in respect of any of each case as provided for in the foregoing securities upon any stock splitRegistration Rights Agreement, stock dividend, recapitalization, merger, consolidation or similar event, the Restricted Global Security shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially bear the following form legend (in addition to any legend(sthe "Private Placement Legend") required hereunder or under applicable state securities laws): on the face thereof: "THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933 IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (3) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE "ACT"MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES LAW ACT OF ANY STATE 1933 IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I5) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS OF 1933, AND (B) IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE ACCORDANCE WITH ALL APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS LAWS OF THE COMPANY'S SECURITIES. COPIES STATES AND OTHER JURISDICTIONS OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3UNITED STATES."

Restrictive Legend. (a) Each certificate representing (i) shares of the Preferred ------------------ Shares Common Stock issuable upon exercise of the Warrants, (ii) the Conversion Stock, and (iii) or any other securities issued or issuable, directly or indirectly, in respect of any the Common Stock issued upon exercise of the foregoing securities Warrants, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, HYPOTHECATED OR TRANSFERRED UNLESS OTHERWISE ASSIGNED EXCEPT PURSUANT TO (I1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT OR (2) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE ACT IS IN EFFECT DISPOSITION OF SUCH SECURITIES. THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO THE PROVISIONS OF (I) AN AGREEMENT, DATED AS TO THESE SECURITIES OF OCTOBER 14, 1997, BY AND SUCH OFFERBETWEEN NUTRAMAX PRODUCTS, SALEINC. AND CAPE XXX INVESTORS, PLEDGEL.L.C., OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR AND (II) THERE IS AN OPINION A CERTAIN STOCK PURCHASE AGREEMENT, DATED AS OF COUNSEL OR OTHER EVIDENCEAUGUST 12, SATISFACTORY TO THE COMPANY1997, THAT AN EXEMPTION THEREFROM IS AVAILABLE AS AMENDED, BY AND THAT SUCH OFFERBETWEEN NUTRAMAX PRODUCTS, SALEINC. AND CAPE XXX INVESTORS, PLEDGEL.L.C., OR INCLUDING CERTAIN RESTRICTIONS ON TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESSET FORTH THEREIN. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION SUCH AGREEMENTS ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANYNUTRAMAX PRODUCTS, INC. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Warrant Share, (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventwhen issued, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends include a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), OR ) NOR UNDER THE ANY STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFEREDPLEDGED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS UNTIL A (I1) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE AND ANY APPLICABLE STATE SECURITIES AND SUCH OFFER, SALE, PLEDGELAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW (2) RECEIPT BY THE COMPANY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, COMPANY TO THE EFFECT THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, REGISTRATION UNDER THE ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONIS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. FURTHERMOREThe Company will not, THE SALEby amendment of its charter or through reorganization, PLEDGEconsolidation, ASSIGNMENTmerger, HYPOTHECATIONdissolution, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6sale of assets or any other voluntary action, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder avoid or seek to avoid the observance or performance of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to implement protect the restrictions on transfer described rights of the Holder of this Warrant against impairment. Dated: ____________ __, 2009 SPECTRASCIENCE, INC. Attest: By: Xxxxx Xxxxxxx Xxxxx Xxxxxxx Title: Chairman and CEO Title: Secretary Dated _____________ 20__ The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of Purchasing ________ shares of Common Stock and hereby makes payment of ______________ in this Section 1.3.payment of the actual exercise price thereof. ___________________

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Shares, (ii) the Conversion StockShares, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofbelow) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): "THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO (WHICH MAY BE COUNSEL FOR THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND ) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE ACCORDANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (BETWEEN THE "RIGHTS AGREEMENT") DATED JULY 6COMPANY AND THE SHAREHOLDER, 1998, AMONG A COPY OF WHICH IS ON FILE WITH THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS SECRETARY OF THE COMPANY'S SECURITIES. COPIES ." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE RIGHTS FIRST REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD PRINCIPAL OFFICE OF THE CERTIFICATE TO THE SECRETARY ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THESE SHARES." Each Investor and Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described established in this Section 1.31.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless Until otherwise permitted by this Section 4, each certificate for Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferee of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant, each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, each certificate for any Other Securities issued in connection with the provisions exercise of Section 1.4 hereof) any Warrant and each certificate for any Other Securities issued to any subsequent transferee of any such certificate in respect thereof, shall be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAWS, AND NOT WITH A VIEW TOACCORDINGLY, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SUCH SECURITIES MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAW LAWS OR APPLICABLE EXEMPTIONS THEREFROM." "THE TRANSFER OF ANY STATE OR OTHER JURISDICTION OR (II) THERE THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY SUBJECT TO THE COMPANYCONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF DECEMBER 14, THAT AN EXEMPTION THEREFROM 2000, BETWEEN THE PRINCETON REVIEW, INC., A DELAWARE CORPORATION, AND CERTAIN HOLDERS, AS SUCH WARRANT AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE FORM OF SUCH WARRANT AGREEMENT IS AVAILABLE ON FILE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF ANY STATE OR OTHER JURISDICTIONTHE AFORESAID CORPORATION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS , BY ACCEPTANCE OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY THIS CERTIFICATE, AGREES TO BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BOUND BY THE HOLDER PROVISIONS OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3SUCH WARRANT AGREEMENT."

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Shares, and (ii) shares of the Conversion StockCompany's Common Stock issued upon conversion of the Shares, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any the Shares, or the Common Stock issued upon conversion of the foregoing securities Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 1.4 hereofSecurities Act) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE "ACT"), ) OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE COMPANY AND ITS COUNSEL THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER REGISTRATION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, NOT REQUIRED UNDER THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESACT. COPIES OF THE RIGHTS AGREEMENT 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE CORPORATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE ACT, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. Each Holder and any subsequent SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any Restricted Securities consents transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in order which case no such opinion or "no-action" letter shall be required, and provided that the Company shall not be obligated to implement remove any such legends prior to the restrictions on transfer described in this Section 1.3date of the initial public offering of the Company's Common Stock under the Securities Act.

Restrictive Legend. (a) Each Pursuant to Section 7.1 hereof, each certificate representing (i) the Preferred ------------------ Laser Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, received by Parent Holdings shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially the following form legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND COLEMAN (in addition to any legend(sPARENT) required hereunder or under applicable state securities laws): HOLDINGS INC. AND MAY NOT BE OFFERED, SOLD, XXXXXFERRED, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF OR TRANSFERRED (OTHER THAN, IN ANY SUCH CASE, IN CONNECTION WITH A PLEDGE TO SECURE BONA FIDE INDEBTEDNESS OR OTHER OBLIGATIONS) ("TRANSFERRED") EXCEPT AS PERMITTED BY THE SALE AND ISSUANCE OF TERMS THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW LAWS OF ANY STATE OR OTHER JURISDICTIONSTATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFEREDTRANSFERRED, SOLDAND THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, PLEDGED, OR TRANSFERRED UNLESS EXCEPT (IA) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS ACT, (B) PURSUANT TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGERULE 144 UNDER THE ACT, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW (C) UPON RECEIPT BY THE COMPANY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONEXEMPT FROM REGISTRATION UNDER THE ACT. FURTHERMOREUpon request of Parent Holdings, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents Laser shall cause to the Company making a notation on its records and giving instructions be issued certificates representing such Laser Shares as to any transfer agent of the Restricted Securities in order to implement which the restrictions on transfer described in this Section 1.3set forth herein are no longer applicable without such legend.

Restrictive Legend. (aThe Purchaser understands that, until such time as a registration statement pursuant to the Securities Act has been declared effective or the Warrant Shares may be sold pursuant to Rule 144(b) Each certificate under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately resold, the certificate(s) representing (i) the Preferred ------------------ Warrant Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends bear a restrictive legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state and a stop-transfer order may be placed against transfer of the certificates for the securities lawscomprising the Warrant Shares): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAWS, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED UNLESS (I) A PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE APPLICABLE FEDERAL AND STATE SECURITIES AND SUCH OFFER, SALE, PLEDGE, LAWS OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, COMPANY THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR THE TRANSFER IS IN COMPLIANCE WITH EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAW LAWS. THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE. AMENDED FROM TIME TO TIME, (A COPY OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN."

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Stock, (ii) the Conversion Stock, and (iii) the Warrants, the Warrant Stock, the Significant Holders' Stock or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) legends required hereunder by agreement or under by applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES GENERALLY MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180-DAYS FOLLOWING THE EFFECTIVE DATE OF CERTAIN REGISTRATION STATEMENTS OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, AN AGREEMENT BETWEEN THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS SHARES, A COPY OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD PRINCIPAL OFFICE OF THE CERTIFICATE TO THE SECRETARY ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYTHESE SHARES. Each Series A Holder, Series B Holder, Purchaser, Warrant Holder and any subsequent holder of any Restricted Securities Significant Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer described established in this Section 1.3Agreement.

Restrictive Legend. (a) Each certificate representing (ia) the Shares and the Preferred ------------------ Shares , (ii) the Conversion Stock, Stock and (iiib) any other unregistered securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities referenced in clause (a) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofbelow) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT")”) AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES LAW OF ANY STATE ACT OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A PURSUANT TO AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE ACT IS SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE DESIGNATIONS, RIGHTS, PREFERENCES, POWERS, RESTRICTIONS AND LIMITATIONS SET FORTH IN EFFECT AS THE CERTIFICATE OF DESIGNATION FOR THE SERIES A-2 PREFERRED STOCK FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO THESE SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (THE “CERTIFICATE OF DESIGNATION”) AND THE RIGHTS, TERMS AND CONDITIONS SET FORTH IN THE INVESTORS’ RIGHTS AGREEMENT BY AND AMONG MONTROSE ENVIRONMENTAL GROUP, INC. (THE “ISSUER”) AND CERTAIN HOLDERS OF ISSUER SECURITIES AND SUCH OFFERPARTY THERETO (THE “INVESTMENT AGREEMENT”). NO TRANSFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALEASSIGNMENT, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER HYPOTHECATION OR OTHER DISPOSITION OF THESE THE SECURITIES ARE RESTRICTED PURSUANT REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE CERTIFICATE OF DESIGNATION AND THE INVESTMENT AGREEMENT. A COPY OF THE CERTIFICATE OF DESIGNATION AND THE INVESTMENT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER UPON REQUEST.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (AGREEMENTS BETWEEN THE "RIGHTS AGREEMENT") DATED JULY 6COMPANY AND ITS STOCKHOLDERS, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. .” Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described established in this Section 1.31.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Shares, (ii) ------------------ the Conversion StockShares, (iii) the Preferred Warrants, and (iiiiv) any other securities issued or issuable, directly or indirectly, in respect of any the Shares and Conversion Shares upon conversion of the foregoing securities Preferred Stock, or exercise of the Preferred Warrants, or upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT IN THE ABSENCE OF SUCH REGISTRATION, AN EXEMPTION THEREFROM UNDER THE SAID ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY FOR THE INVESTOR THAT SHALL BE ACCEPTABLE IN FORM AND SUBSTANCE TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE 'S COUNSEL AND TO THE EFFECT THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER REGISTRATION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESNOT REQUIRED UNDER SUCH ACT. COPIES OF THE RIGHTS AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3CORPORATION.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, Unless and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless until otherwise permitted by this SECTION 4, each certificate for Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferee of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant, each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, each certificate for any Other Securities issued in connection with the provisions exercise of Section 1.4 hereof) any Warrant and each certificate for any Other Securities issued to any subsequent transferee of any such certificate in respect thereof, shall be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAWS, AND NOT WITH A VIEW TOACCORDINGLY, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SUCH SECURITIES MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAW LAWS OR APPLICABLE EXEMPTIONS THEREFROM." "THE TRANSFER OF ANY STATE OR OTHER JURISDICTION OR (II) THERE THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY SUBJECT TO THE COMPANYCONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF OCTOBER 31, THAT AN EXEMPTION THEREFROM 1997, BETWEEN NUCO2 INC., A FLORIDA CORPORATION, WARRANT AGREEMENT AND CERTAIN INITIAL HOLDERS, AS SUCH WARRANT AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE FORM OF SUCH WARRANT AGREEMENT IS AVAILABLE ON FILE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF ANY STATE OR OTHER JURISDICTIONTHE AFORESAID CORPORATION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS , BY ACCEPTANCE OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY THIS CERTIFICATE, AGREES TO BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BOUND BY THE HOLDER PROVISIONS OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3SUCH WARRANT AGREEMENT."

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, evidencing any Restricted Securities and (iii) each certificate evidencing any other such securities issued or issuable, directly or indirectly, in respect to subsequent transferees of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Restricted Securities shall (unless otherwise permitted by the provisions of Section 1.4 3.3 or 3.10 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OF 1933 OR TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT UNDER SUCH OFFER, SALE, PLEDGE, ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAW. FURTHERMOREADDITIONALLY, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT IS SUBJECT TO THE TERMS OF AN INVESTORSCONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6NOVEMBER 1, 19982002, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANYTOLERRX, THE HOLDER INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESSUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYTOLERRX, INC. Each Holder and any subsequent holder The provisions of any Restricted Securities consents this Section 3.2 shall be satisfied with respect to certificates issued prior to the Company making a notation on its records and giving instructions date hereof which bear legends substantially similar to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3above legend.

Restrictive Legend. (a) Each Pursuant to Section 7.1 hereof, each certificate representing (i) the Preferred ------------------ Laser Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, received by Parent Holdings shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially the following form legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND COLEMAN (in addition to any legend(sPARENT) required hereunder or under applicable state securities laws): HOLDINGS INC. AND MAY NOT BE OFFERED, SOLD, XXXXXXXRRED, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF OR TRANSFERRED (OTHER THAN, IN ANY SUCH CASE, IN CONNECTION WITH A PLEDGE TO SECURE BONA FIDE INDEBTEDNESS OR OTHER OBLIGATIONS) ("TRANSFERRED") EXCEPT AS PERMITTED BY THE SALE AND ISSUANCE OF TERMS THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW LAWS OF ANY STATE OR OTHER JURISDICTIONSTATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFEREDTRANSFERRED, SOLDAND THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, PLEDGED, OR TRANSFERRED UNLESS EXCEPT (IA) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS ACT, (B) PURSUANT TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGERULE 144 UNDER THE ACT, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW (C) UPON RECEIPT BY THE COMPANY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONEXEMPT FROM REGISTRATION UNDER THE ACT. FURTHERMOREUpon request of Parent Holdings, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents Laser shall cause to the Company making a notation on its records and giving instructions be issued certificates representing such Laser Shares as to any transfer agent of the Restricted Securities in order to implement which the restrictions on transfer described in this Section 1.3set forth herein are no longer applicable without such legend .

Restrictive Legend. (a) Each certificate representing (ia) the Preferred ------------------ Shares Shares, (iib) the Conversion Stockshares of Prison Realty Common Stock issuable upon conversion of any Shares, (c) the Warrant Shares, and (iiid) any other securities issued or issuable, directly or indirectly, in respect of the Shares, the shares of Prison Realty Common Stock issued upon conversion of any of Shares or the foregoing securities Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (each of the foregoing securities in clauses (a) through (d) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 1.4 hereof9.2) be stamped or otherwise imprinted with legends contain a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under any applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER THE ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR OTHERWISE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNTIL THE SAME HAVE BEEN REGISTERED UNDER SAID ACT OR LAWS OR UNTIL THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT THAT SUCH OFFER, SALE, PLEDGE, SHARES MAY LEGALLY BE SOLD OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESOTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION. COPIES OF THE RIGHTS AGREEMENT AGREEMENTS COVERING THE PURCHASE, TRANSFER AND REGISTRATION OF THESE SHARES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and Prison Realty will promptly, upon request, remove any subsequent holder such legend when no longer required by the terms of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3Agreement or by applicable law.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , Conversion Stock and (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR TRANSFERRED UNLESS (I) HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS WITH RESPECT TO THESE THE SECURITIES AND UNDER SUCH OFFER, SALE, PLEDGE, ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY STATING THAT SUCH OFFER, SALE, PLEDGE, REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER IS AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION STOCKHOLDERS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS SHARES, A COPY OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD PRINCIPAL OFFICE OF THE CERTIFICATE TO THE SECRETARY ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THE COMPANY. THESE SHARES.” Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Common Stock in order to implement the restrictions on transfer described established in this Section 1.3Agreement.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Debentures, (ii) the Conversion StockCommon Stock into which such Debentures are convertible, and (iii) any other securities the Warrants, or the Common Stock issued or issuable, directly or indirectly, in respect of any upon exercise of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Warrants shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities lawslaws or otherwise): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "SECURITIES ACT"), NOR UNDER ANY STATE SECURITIES LAW AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THE PROVISIONS OF REGULATION S UNDER THE SECURITIES LAW OF ANY STATE ACT OR OTHER JURISDICTIONPURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED CONDUCTED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONACT. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATIONTRANSFER, TRANSFER OR PLEDGE AND OTHER DISPOSITION OF THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED PURSUANT TO BY THE TERMS OF AN INVESTORS' INVESTOR'S RIGHTS AGREEMENT (THE "INVESTOR'S RIGHTS AGREEMENT") ), DATED JULY 6AUGUST 22, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS 2002. A COPY OF THE COMPANYINVESTOR'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY IS ON FILE WITH THE HOLDER OF RECORD OF THE CERTIFICATE TO THE CORPORATE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent A COPY THEREOF MAY BE OBTAINED AT NO COST UPON WRITTEN REQUEST THEREFOR MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY AT THE PRINCIPAL OFFICES OF THE COMPANY. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any Restricted Securities consents transfer legend, if, with such request, the Company shall have received either (i) a written opinion of legal counsel to the Holder who shall be reasonably satisfactory to the Company, addressed to the Company making a notation on its records and giving instructions reasonably satisfactory in form and substance to any the Company's counsel, to the effect that the proposed transfer agent of the Restricted Securities may be effected without registration under the Securities Act or (ii) a "no-action" letter from the Commission to the effect that the distribution of such securities without registration will not result in order a recommendation by the staff of the Commission that action be taken with respect thereto; provided, that no such opinion of counsel shall be required for a transfer by a Holder of Restricted Securities to implement an Affiliate if the restrictions on transfer described transferee agrees in this Section 1.3writing to be subject to the terms hereof to the same extent as if such transferee were an original Holder of Restricted Securities hereunder.

Restrictive Legend. (a) Each certificate representing (i) the Preferred Class B ------------------ Shares , (ii) Common Stock issued upon exercise of the Conversion Stock, Warrant and (iii) the Common Stock issued upon conversion thereof and any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities thereof upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof7.3 below) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): "THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO (WHICH MAY BE COUNSEL FOR THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND ) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMOREACCORDANCE WITH, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, CERTAIN AGREEMENTS AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" STOCKHOLDER AND CERTAIN OTHER HOLDERS OF THE COMPANY'S SECURITIES. STOCK, WHICH INCLUDE, WITHOUT LIMITATION, OBLIGATIONS OF RIGHTS OF FIRST OFFER, RESTRICTIONS ON TRANSFER AND ACQUISITION OF ADDITIONAL SECURITIES OF THE COMPANY, COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities ." The Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described established in this Section 1.3Agreement.

Restrictive Legend. (a) Each certificate representing (ia) the Preferred ------------------ Shares Shares, (iib) the Conversion StockShares, (c) any Investor New Securities and (iiid) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities referenced in clauses (a), (b), (c) and (d) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofbelow) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): "THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONAMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE ACCORDANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AGREEMENTS AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS CERTAIN SHAREHOLDERS OF THE COMPANY'S SECURITIES. COMPANY AND THE ORIGINAL SHAREHOLDER, COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AT COMPANY." "THE PRINCIPAL EXECUTIVE OFFICES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. , AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT." Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described established in this Section 1.31.

Restrictive Legend. (a) Each certificate representing (i) The Holder understands that until such time as this Warrant, the Preferred ------------------ Exercise Shares and the Redemption Shares have been registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, (ii) this Warrant, the Conversion StockExercise Shares and the Redemption Shares, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventas applicable, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends bear a restrictive legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): THE SALE AND ISSUANCE OF “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAW, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE AND APPLICABLE STATE SECURITIES AND SUCH OFFERLAWS SHALL HAVE BECOME EFFECTIVE, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT THAT SUCH OFFER, SALE, PLEDGETRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE (III) SUCH SECURITIES LAW OF ANY STATE ARE SOLD PURSUANT TO RULE 144 OR OTHER JURISDICTION. FURTHERMORE, RULE 144A.” “THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION ASSIGNMENT OF THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED PURSUANT SUBJECT TO THE TERMS AND CONDITIONS OF AN INVESTORS' A CERTAIN REGISTRATION RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6AS OF MAY 15, 19982009, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER COMPANY AND CERTAIN HOLDERS OF THE COMPANY'S ITS OUTSTANDING SECURITIES. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.”

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, evidencing any Restricted Securities and (iii) each certificate evidencing any other such securities issued or issuable, directly or indirectly, in respect to subsequent transferees of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Restricted Securities shall (unless otherwise permitted by the provisions of Section 1.4 3.3 or 3.11 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OF 1933 OR TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT UNDER SUCH OFFER, SALE, PLEDGE, ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAW. FURTHERMOREADDITIONALLY, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT IS SUBJECT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (CONDITIONS SPECIFIED IN THE "RIGHTS STOCKHOLDERS’ AGREEMENT") DATED JULY 6, 1998AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG THE COMPANYREPLIDYNE, THE HOLDER INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESSUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYREPLIDYNE, INC. Each Holder and any subsequent holder 3.3 Notice of Transfer. By acceptance of any Restricted Securities consents Securities, the holder thereof agrees to give prior written notice to the Company making a notation on its records Corporation of such holder’s intention to effect any Transfer and giving instructions to any transfer agent comply in all other respects with the provisions of this Section 3.3. Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied by: (a) the written opinion of counsel for the holder of such Restricted Securities, or, at such holder’s option, a representation letter of such holder, addressed to the Corporation (which opinion and counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), as to whether, in the case of a written opinion, in the opinion of such counsel, such proposed Transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable state securities laws or an exemption thereunder is available, or, in order the case of a representation letter, such letter sets forth a factual basis for concluding that such proposed transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act and applicable State securities laws or that an exemption thereunder is available, or (b) if such registration is required and if the provisions of Section 3.4 hereof are applicable, a written request addressed to implement the restrictions on transfer described in this Section 1.3.Corporation by

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, evidencing any Restricted Securities and (iii) each certificate evidencing any other such securities issued or issuable, directly or indirectly, in respect to subsequent transferees of any Restricted Securities and any shares of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Common Stock shall (unless otherwise permitted by the provisions of Section 1.4 3.3 or 3.10 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OF 1933 OR TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT UNDER SUCH OFFER, SALE, PLEDGE, ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAW. FURTHERMOREADDITIONALLY, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT IS SUBJECT TO THE TERMS OF AN INVESTORSCONDITIONS SPECIFIED IN THE AMENDED AND RESTATED STOCKHOLDERS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6JUNE 15, 19982001, AMONG THE COMPANYDGI BIOTECHNOLOGIES, THE HOLDER INC. AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESSUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYDGI BIOTECHNOLOGIES, INC. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.9

Restrictive Legend. (a) Each certificate representing (i) the Preferred Securities ------------------ Shares , (ii) the Conversion Stock, and (iii) or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofthe Purchase Agreement) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER . THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT REGISTERED UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE AND QUALIFIED UNDER APPLICABLE STATE SECURITIES AND LAWS OR UNLESS SUCH OFFER, SALE, PLEDGETRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS IN COMPLIANCE WITH EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, PLEDGE, OR TRANSFER AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO BOUND BY THE TERMS OF AN INVESTORS' RIGHTS A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3).

Restrictive Legend. (a) Each certificate representing (i) the Series A Preferred, Series B Preferred, Series C Preferred ------------------ Shares and Series D Preferred, (ii) shares of the Conversion StockCompany's Common Stock issued upon conversion of the Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred or upon exercise of the Intel Warrant, (iii) the Common Stock issued to the Founder, and (iiiiv) any other securities issued or issuable, directly or indirectly, in respect of any the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Intel Warrant, Common Stock issued upon conversion of the foregoing securities Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or exercise of the Intel Warrant or Common Stock issued to the Founder or the Purchasers upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONAMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESUNDER SAID ACT. COPIES OF THE RIGHTS AGREEMENT 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3CORPORATION.

Restrictive Legend. (a) Each certificate representing (i) The certificates from time to time evidencing the Preferred ------------------ Investor Shares may, (ii) at the Conversion StockCompany's sole option, bear a legend that provides that the Investor Shares have not been registered under the Securities Act or any applicable Blue Sky Laws and (iii) any other securities issued or issuablethat the Investor Shares may not be transferred unless the Company is first delivered a legal opinion, directly or indirectlysatisfactory to the Company in its sole discretion, in respect of any to the effect that such transfer may be made without compliance with the registration and prospectus delivery requirements of the foregoing securities upon any stock splitSecurities Act and applicable Blue Sky Laws. Such legal opinion shall be given by counsel satisfactory to the Company in its sole discretion, stock dividendat the Investor's expense. Under the terms of the Securityholders' Agreement, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially certificates representing the Shares are required to bear the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAWS, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY ARE SUBJECT TO THE COMPANYPROVISIONS (INCLUDING THE RESTRICTIONS ON TRANSFER) SET FORTH IN THAT CERTAIN SECURITYHOLDERS' AGREEMENT DATED AS OF DECEMBER 31, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT 1996 AMONG DOMAIN ENERGY CORPORATION (THE "RIGHTS COMPANY"), FIRST RESERVE FUND VII, LIMITED PARTNERSHIP AND THE INDIVIDUALS AND TRUSTS SIGNATORY THERETO, AS SUCH AGREEMENT MAY BE AMENDED (AS AMENDED, IF AMENDED, THE "SECURITYHOLDERS' AGREEMENT") DATED JULY 6), 1998, AMONG A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, . THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT (AND THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS , BY ACCEPTANCE OF THIS CERTIFICATE, AGREES THAT SUCH SECURITIES MAY NOT AND WILL NOT) BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (1) EXCEPT IN COMPLIANCE WITH THE COMPANY'S SECURITIES. COPIES SECURITYHOLDERS' AGREEMENT AND (2) EXCEPT AS OTHERWISE PROVIDED IN THE SECURITYHOLDERS' AGREEMENT, UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY COUNSEL FOR THE HOLDER OF RECORD OF THE CERTIFICATE SATISFACTORY TO THE SECRETARY COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. ADDITIONALLY, IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE CORPORATION AT UNITED STATES, OR THE PRINCIPAL EXECUTIVE OFFICES HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY MUST BE FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE COMPANY. Each Holder HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY." The Investor has read and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement understands the restrictions on transfer described set forth in this Section 1.3such legend and in the Securityholders' Agreement and agrees to comply with all such restrictions.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Investor Securities, (ii) the Conversion Common Stock of the Company (the “Common Stock”) issued upon conversion of the Investor Securities, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any the Investor Securities or Common Stock issued upon conversion of the foregoing securities Investor Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 1.4 hereof1.1 or Section 1.2 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF ). “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES AND MAY NOT BE OFFEREDSOLD, SOLDMORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) A WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT OF 1933, AS TO THESE AMENDED, AND ANY APPLICABLE STATE SECURITIES AND SUCH OFFER, SALE, PLEDGELAWS, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW THE AVAILABILITY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, FROM THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS REGISTRATION PROVISIONS OF THE COMPANY'S SECURITIESSECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE STOCK PURCHASE AGREEMENT AND THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. CORPORATION.” Each Holder and any subsequent holder of any Restricted Securities (as defined below) consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Investor Securities or the Common Stock issued upon conversion of the Investor Securities in order to implement the restrictions on transfer described established in this Section 1.31. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) (“Rule 144(k)”) of the Securities Act of 1933, as amended (the “1933 Act”), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (i) such Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the Holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares (other than the Warrants), (ii) the Conversion StockShares, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofbelow) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): "THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONAMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR, OR TRANSFERRED IF THE COMPANY SO REQUESTS, UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO (WHICH MAY BE COUNSEL FOR THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND ) STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE ACCORDANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (BETWEEN THE "RIGHTS AGREEMENT") DATED JULY 6COMPANY AND THE SHAREHOLDER, 1998, AMONG THE COMPANY, THE HOLDER A COPY OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Warrant shall bear the legends set forth above, but modified, as appropriate, to replace the word "SHARES" with the word "WARRANTS". Each Holder and any subsequent holder of any Restricted Securities Investor consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to 36 -250- implement the restrictions on transfer described established in this Section 1.31.

Restrictive Legend. (a) Each certificate representing (i) the Preferred Shares, ------------------ Shares , or (ii) shares of the Conversion StockCompany's Common Stock issued upon conversion of Preferred, and or (iii) any other securities issued or issuable, directly or indirectly, in respect of any Preferred or the Common Stock issued upon conversion of the foregoing securities Preferred, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 1.4 hereofSecurities Act) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THESE SECURITIES AND THE SALE AND ISSUANCE SHARES OF COMMON STOCK OF APPLIED MICRO CIRCUITS CORPORATION (THE "COMPANY") INTO WHICH THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF 1933 NOR ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES THEY MAY NOT BE OFFEREDPLEDGED, SOLD, PLEDGEDOFFERED FOR SALE, ASSIGNED OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF XXXX, FORWARD, XXXXXXXX & SCRIPPS OR XXXXXX & XXXXXXX OR OTHER COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY'S PURCHASE AGREEMENT DATED AS OF DECEMBER 8 , 1983 WITH THE PURCHASERS (AS IDENTIFIED THEREIN) CONTAINS ADDITIONAL PROVISIONS PERTAINING TO THE TRANSFER OF, AND RIGHTS ASSOCIATED WITH, THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW COMMON STOCK. A COPY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM SUCH AGREEMENT IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF FOR INSPECTION AT THE COMPANY'S SECURITIESPRINCIPAL OFFICES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any Restricted Securities consents transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 8.4(i) or the "no-action" letter referred to in Section 8.4(ii) to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted securities evidenced by such certificate will not violate the Securities in order to implement the restrictions on transfer described in this Section 1.3Act and applicable state securities laws.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, Unless and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless until otherwise permitted by this Section 4, each certificate for Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferee of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant, each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, each certificate for any Other Securities issued in connection with the provisions exercise of Section 1.4 hereof) any Warrant and each certificate for any Other Securities issued to any subsequent transferee of any such certificate in respect thereof, shall be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAWS, AND NOT WITH A VIEW TOACCORDINGLY, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SUCH SECURITIES MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAW LAWS OR APPLICABLE EXEMPTIONS THEREFROM." "THE TRANSFER OF ANY STATE OR OTHER JURISDICTION OR (II) THERE THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY SUBJECT TO THE COMPANYCONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF AUGUST 25, THAT AN EXEMPTION THEREFROM 2003, BETWEEN NUCO2 INC., A FLORIDA CORPORATION, AND CERTAIN INITIAL HOLDERS, AS SUCH WARRANT AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE Warrant Agreement ----------------- SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE FORM OF SUCH WARRANT AGREEMENT IS AVAILABLE ON FILE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF ANY STATE OR OTHER JURISDICTIONTHE AFORESAID CORPORATION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS , BY ACCEPTANCE OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY THIS CERTIFICATE, AGREES TO BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BOUND BY THE HOLDER PROVISIONS OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3SUCH WARRANT AGREEMENT."

Restrictive Legend. (a) Each certificate representing (i) the Preferred Shares, ------------------ Shares , (ii) the Conversion StockShares, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofbelow) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): "THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO (WHICH MAY BE COUNSEL FOR THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND ) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE ACCORDANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (BETWEEN THE "RIGHTS AGREEMENT") DATED JULY 6COMPANY AND THE SHAREHOLDER, 1998, AMONG A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, . THIS CONDITION TO TRANSFER SHALL TERMINATE ON THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS EFFECTIVE DATE OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. INITIAL PUBLIC OFFERING." Each Investor and Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described established in this Section 1.31.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) Securities or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofthe Purchase Agreement) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF ) In the Case of Warrant and Warrant Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER . THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT REGISTERED UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE AND QUALIFIED UNDER APPLICABLE STATE SECURITIES AND LAWS OR UNLESS SUCH OFFER, SALE, PLEDGETRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS IN COMPLIANCE WITH EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAW OF ANY STATE LAWS OR OTHER JURISDICTION OR (II) THERE IS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, PLEDGE, OR TRANSFER AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO BOUND BY THE TERMS OF AN INVESTORS' RIGHTS A PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3).

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , Parent Common Stock and (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Parent Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 1.4 hereofAct) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE COMPANY AND ITS COUNSEL THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER REGISTRATION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, NOT REQUIRED UNDER THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESACT. COPIES OF THE RIGHTS AGREEMENT 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANYCORPORATION. Each Holder and any subsequent Upon request of a holder of such a certificate, the Parent shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any Restricted Securities consents transfer legend, if, with such request, the Parent shall have received either the opinion referred to in Subsection 3.1(i) or the "no-action" letter referred to in Subsection 3.1(ii) to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted Securities securities evidenced by such certificate will not violate the Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in order to implement the restrictions on transfer described in this Section 1.3which case no such opinion or "no-action" letter shall be required.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Shares, (ii) the Conversion StockShares, and (iii) the Founder Shares or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) legends required hereunder by agreement or under by applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, TRANSFER OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN THE OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO FOR THE COMPANY, THAT SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND CERTAIN VOTING PROVISIONS, BOTH AS SET FORTH IN AN EXEMPTION THEREFROM IS AVAILABLE AGREEMENT BETWEEN THE ISSUER AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION ORIGINAL HOLDER OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS SHARES, A COPY OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD PRINCIPAL OFFICE OF THE CERTIFICATE TO THE SECRETARY ISSUER. SUCH LOCKUP PERIOD AND VOTING PROVISIONS ARE BINDING ON TRANSFEREES OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYTHESE SHARES. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving stop transfer instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer described established in this Section 1.3Agreement.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Shares, and (ii) shares of the Conversion StockCompany's Common Stock issued upon conversion of the Shares, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any the Shares, or the Common Stock issued upon conversion of the foregoing securities Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 1.4 hereofSecurities Act) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN 55 OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE COMPANY AND ITS COUNSEL THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER REGISTRATION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, NOT REQUIRED UNDER THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESACT. COPIES OF THE RIGHTS AGREEMENT 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANYCORPORATION. Each Holder and any subsequent Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any Restricted Securities consents transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in order which case no such opinion or "no-action" letter shall be required, and provided that the Company shall not be obligated to implement remove any such legends prior to the restrictions on transfer described in this Section 1.3date of the initial public offering of the Company's Common Stock under the Securities Act.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Common Shares, (ii) Preferred Shares, (iii) Common Shares issued upon conversion of the Conversion StockPreferred Shares or exercise of Investor Warrants or Managing Dealer Warrants, and (iiiiv) any other securities issued or issuable, directly or indirectly, in respect of any the Preferred Shares and Common Shares issued upon conversion of the foregoing Preferred Shares (any such securities upon any stock splitlisted in the preceding subsections (i), stock dividend(ii), recapitalization(iii) or (iv), merger, consolidation or similar event“Restricted Securities”), shall (unless otherwise permitted by the provisions of Section 1.4 hereof13 below) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES LAW ACT OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO1933, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT RESTRICTING THEIR TRANSFER, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED TO ANY PROSPECTIVE PURCHASERS ON REQUEST. THE AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER HYPOTHECATION OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF SHARES REPRESENTED BY THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.

Restrictive Legend. (a) Each certificate representing (ia) the Preferred ------------------ Shares Stock, (iib) the Conversion Stock, Company's Class A Common Stock issued upon conversion of the Preferred Stock and (iiic) any other securities issued or issuable, directly or indirectly, in respect of any the Preferred Stock or Class A Common Stock issued upon conversion of the foregoing securities Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 terms hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF ). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOFLAWS. THESE SECURITIES MAY NOT BE OFFEREDSOLD, SOLDMORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) A WITHOUT AN EFFECTIVE REGISTRATION STATEMENT 1 2 FOR SUCH SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT OF 1933, AS TO THESE AMENDED, AND ANY APPLICABLE STATE SECURITIES AND SUCH OFFER, SALE, PLEDGELAWS, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW THE AVAILABILITY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, FROM THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS REGISTRATION PROVISIONS OF THE COMPANY'S SECURITIESSECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE STOCK PURCHASE AGREEMENT, STOCKHOLDER'S AGREEMENT, INVESTOR RIGHTS AGREEMENT AND BYLAWS, AS AMENDED, PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. Each Holder and any subsequent holder of any Restricted Securities (as defined below) consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Class A Common Stock in order to implement the restrictions on transfer described established in this Section 1.31. The requirement that the above securities legend be placed upon certificates evidencing shares of Stock shall cease and terminate upon the earliest of the following events: (i) when such shares are transferred in an underwritten public offering, (ii) when such shares are transferred pursuant to Rule 144 under the Securities Act or (iii) when such shares are transferred in any other transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such shares without registration thereunder. Upon the consummation of any event requiring the removal of a legend hereunder, the Company, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such shares as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such shares not bearing such legend.

Restrictive Legend. (a) Each certificate representing (ia) the shares of Preferred ------------------ Shares Stock, (iib) shares of Common Stock issued upon conversion of the Conversion Preferred Stock, and (iiic) any other securities issued or issuable, directly or indirectly, in respect of any the Preferred Stock or Common Stock issued upon conversion of the foregoing securities Preferred Stock upon any stock share split, stock share dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof2.2 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF ). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO 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, OR IN CONNECTION WITHTHE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, THE DISTRIBUTION THEREOFAS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THEINVESTOR RIGHTS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities Investor consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Common Stock issued upon conversion of the Preferred Stock in order to implement the restrictions on transfer described in this Section 1.3.established in

Restrictive Legend. (a) Each certificate representing (i) the Preferred Series E ------------------ Shares Stock, (ii) the Conversion Common Stock of the Company (the "Common Stock") issued upon conversion of the Series E Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any the Series E Stock or Common Stock issued upon conversion of the foregoing securities Series E Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 1.4 hereof1.1. or Section 1.2 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF ). "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES AND MAY NOT BE OFFEREDSOLD, SOLDMORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) A WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT OF 1933, AS TO THESE AMENDED, AND ANY APPLICABLE STATE SECURITIES AND SUCH OFFER, SALE, PLEDGELAWS, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW THE AVAILABILITY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, FROM THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS REGISTRATION PROVISIONS OF THE COMPANY'S SECURITIESSECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE STOCK PURCHASE AGREEMENT AND INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. CORPORATION." Each Holder and any subsequent holder of any Restricted Securities (as defined below) consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Series E Stock or the Common Stock in order to implement the restrictions on transfer described established in this Section 1.31. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act of 1933, as amended (the "1933 Act"), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (i) such Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. (a) Each certificate representing (ia) the Series D-1 Preferred ------------------ Shares Shares, (iib) the Conversion StockCommon Shares or Series D-2 Preferred Shares issued upon conversion of the Series D-1 Preferred Shares, and or (iiic) any other securities issued or issuable, directly or indirectly, in respect of any the Series D-1 Preferred Shares or the Common Shares or Series D-2 Preferred Shares issued upon conversion of the foregoing securities Series D-1 Preferred Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 1.4 hereofSecurities Act or sold pursuant to Rule 144 or Regulation A thereunder) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE ) and the legends set forth in Annex I attached hereto: THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES THEY MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION UNDER SAID ACT. Upon request of a holder of such a certificate, NFI shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, NFI shall have received an opinion of counsel reasonably acceptable to NFI to the effect that any transfer by such holder of the securities evidenced by such certificate will not require registration under the Securities Act. Each certificate representing the Series D-1 Preferred Shares shall, as described in the Series D-1 Articles Supplementary, be stamped or otherwise imprinted with a legend substantially in the following form: THE ACT TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTION PURSUANT TO SECTION 9 OF THE ARTICLES SUPPLEMENTARY FOR THE 9.00% SERIES D1 MANDATORY CONVERTIBLE PREFERRED STOCK OF THE CORPORATION, AS AMENDED AND IN EFFECT AS FROM TIME TO THESE SECURITIES AND SUCH OFFERTIME, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW A COPY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY FROM THE HOLDER OF RECORD CORPORATION UPON REQUEST. Each certificate representing the Series D-2 Preferred Shares shall, as described in the Series D-2 Articles Supplementary, be stamped or otherwise imprinted with a legend substantially in the following form: THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE SECRETARY RESTRICTION PURSUANT TO SECTION 7 OF THE CORPORATION AT -47- ARTICLES SUPPLEMENTARY FOR THE PRINCIPAL EXECUTIVE OFFICES 9.00% SERIES D2 MANDATORY CONVERTIBLE PREFERRED STOCK OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3CORPORATION, AS AMENDED AND IN EFFECT FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION UPON REQUEST.

Restrictive Legend. (a) Each certificate representing (ia) the Series D Preferred ------------------ Shares Stock, (iib) any Common Stock of the Conversion Shareholder issued pursuant to the conversion of the Series D Preferred Stock, (c) any securities acquired by the Shareholder pursuant to its exercise of its right of first refusal under Section 2.1 hereof and (iiid) any other securities issued or issuable, directly or indirectly, in respect of any the Series D Preferred Stock, the Conversion Stock or the Series A Common Stock of the foregoing securities Shareholder upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofbelow) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder by the Company under Section 3.1 of this Agreement and any other legends that the Company determines are necessary or appropriate under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR TRANSFERRED UNLESS (I) A HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE THE SECURITIES AND SUCH OFFER, SALE, PLEDGE, UNDER SAID ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND CORPORATION THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER REGISTRATION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESNOT REQUIRED. COPIES OF THE RIGHTS AGREEMENT AGREEMENTS TO WHICH THE CORPORATION IS A PARTY 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. Each Holder and any subsequent holder of any Restricted Securities The Shareholder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Series A Common Stock, Series D Preferred Stock or the Conversion Stock of the Shareholder in order to implement the restrictions on transfer described established in this Section 1.31.

Restrictive Legend. (a) Each Pursuant to Section 7.1 hereof, each certificate representing (i) the Preferred ------------------ Laser Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, received by Parent Holdings shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially the following form legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND XXXXXXX (in addition to any legend(sPARENT) required hereunder or under applicable state securities laws): HOLDINGS INC. AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF OR TRANSFERRED (OTHER THAN, IN ANY SUCH CASE, IN CONNECTION WITH A PLEDGE TO SECURE BONA FIDE INDEBTEDNESS OR OTHER OBLIGATIONS) ("TRANSFERRED") EXCEPT AS PERMITTED BY THE SALE AND ISSUANCE OF TERMS THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW LAWS OF ANY STATE OR OTHER JURISDICTIONSTATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFEREDTRANSFERRED, SOLDAND THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, PLEDGED, OR TRANSFERRED UNLESS EXCEPT (IA) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS ACT, (B) PURSUANT TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGERULE 144 UNDER THE ACT, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW (C) UPON RECEIPT BY THE COMPANY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONEXEMPT FROM REGISTRATION UNDER THE ACT. FURTHERMOREUpon request of Parent Holdings, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents Laser shall cause to the Company making a notation on its records and giving instructions be issued certificates representing such Laser Shares as to any transfer agent of the Restricted Securities in order to implement which the restrictions on transfer described in this Section 1.3.set forth herein are no longer applicable without such legend. ARTICLE VIII

Restrictive Legend. (a) Each certificate representing (i) any Ordinary Shares received by the Preferred ------------------ Shares , (ii) Purchaser after conversion or exercise of the Conversion StockPurchased Securities on, and subject to, the terms and conditions set forth in the Convertible Note Instrument or Warrant Instrument (iiias the case may be) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted endorsed with legends in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (AS AMENDED, AS AMENDED (THE "“SECURITIES ACT"), ”) OR UNDER THE SECURITIES LAW LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOFJURISDICTIONS. THESE SECURITIES MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR TRANSFERRED UNLESS HYPOTHECATED: (IA) A IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS (B) UNLESS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF THE CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT AMONG THE COMPANY AND GREAT WORLD LUX PTE. LTD, DATED , 2018 (THE “PURCHASE AGREEMENT”) AND THE INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND GREAT WORLD LUX PTE. LTD AND CERTAIN OTHER PARTIES THEREIN, DATED , 2018 (THE “INVESTOR RIGHTS AGREEMENT”). ANY STATE ATTEMPT TO TRANSFER, SELL, PLEDGE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS HYPOTHECATE THIS SECURITY IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION VIOLATION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO RESTRICTIONS OR ANY OTHER RESTRICTIONS SET FORTH IN THE TERMS OF AN INVESTORS' PURCHASE AGREEMENT AND THE INVESTOR RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY SHALL BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3VOID.

Restrictive Legend. (a) Each certificate representing (i) the Preferred Shares, and ------------------ Shares , (ii) shares of the Conversion StockCompany's Common Stock issued upon conversion of the Shares, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any the Shares, or the Common Stock issued upon conversion of the foregoing securities Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 1.4 hereofSecurities Act) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE "ACT"), ) OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE COMPANY AND ITS COUNSEL THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER REGISTRATION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, NOT REQUIRED UNDER THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESACT. COPIES OF THE RIGHTS AGREEMENT 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANYCORPORATION. Each Holder and any subsequent Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any Restricted Securities consents transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" letter referred to in Section 4(ii) to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in order which case no such opinion or "no-action" letter shall be required, and provided that the Company shall not be obligated to implement remove any such legends prior to the restrictions on transfer described in this Section 1.3date of the initial public offering of the Company's Common Stock under the Securities Act.

Restrictive Legend. (a) Each certificate representing (i) The certificates from time to time evidencing the Preferred ------------------ Investor Shares may, (ii) at the Conversion StockCompany's sole option, bear a legend that provides that the Investor Shares have not been registered under the Securities Act or any applicable Blue Sky Laws and (iii) any other securities issued or issuablethat the Investor Shares may not be transferred unless the Company is first delivered a legal opinion, directly or indirectlysatisfactory to the Company in its sole discretion, in respect of any to the effect that such transfer may be made without compliance with the registration and prospectus delivery requirements of the foregoing securities upon any stock splitSecurities Act and applicable Blue Sky Laws. Such legal opinion shall be given by counsel satisfactory to the Company in its sole discretion, stock dividendat the Investor's expense. Under the terms of the Securityholders' Agreement, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially certificates representing the Shares are required to bear the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAWS, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY ARE SUBJECT TO THE COMPANYPROVISIONS (INCLUDING THE RESTRICTIONS ON TRANSFER) SET FORTH IN THAT CERTAIN SECURITYHOLDERS' AGREEMENT DATED AS OF DECEMBER 31, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT 1996 AMONG DOMAIN ENERGY CORPORATION (THE "RIGHTS COMPANY"), FIRST RESERVE FUND VII, LIMITED PARTNERSHIP AND THE INDIVIDUALS AND TRUSTS SIGNATORY THERETO, AS SUCH AGREEMENT MAY BE AMENDED (AS AMENDED, IF AMENDED, THE "SECURITYHOLDERS' AGREEMENT") DATED JULY 6), 1998, AMONG A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, . THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT (AND THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS , BY ACCEPTANCE OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT THIS CERTIFICATE, AGREES THAT SUCH SECURITIES MAY NOT AND WILL NOT) BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE

Restrictive Legend. (a) Each certificate representing (i) the Preferred Stock, ------------------ Shares , (ii) the Conversion Stock, and (iii) Stock or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legends required hereunder by agreement or under by applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES GENERALLY MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF 180-DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, AN AGREEMENT BETWEEN THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS SHARES, A COPY OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD PRINCIPAL OFFICE OF THE CERTIFICATE TO THE SECRETARY ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYTHESE SHARES. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer described established in this Section 1.3Agreement.

Restrictive Legend. (a) Each certificate representing (i) for the Preferred AzurTec Shares, ------------------ Shares , (ii) the Conversion Stockwhether preferred or common, and (iii) any other securities issued or issuable, directly or indirectly, shares of capital stock received in respect thereof, whether by reason of any of the foregoing securities upon any a stock splitsplit or share reclassification thereof, a stock dividend, recapitalization, merger, consolidation dividend thereon or similar eventotherwise, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): form: THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR THE SECURITIES LAWS OF ANY STATE. THESE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS AZURTEC, AS AMENDED INC. (THE "ACTCOMPANY"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, COMPANY AND ITS COUNSEL STATING THAT SUCH SALE OR TRANSFER MAY BE EFFECTED PURSUANT TO AN EXEMPTION THEREFROM IS AVAILABLE UNDER SUCH ACT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH PURSUANT TO APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. FURTHERMOREADDITIONALLY, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT SHARES IS SUBJECT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS CONDITIONS SPECIFIED IN SECTION 4 OF THE COMPANY'S SECURITIESINVESTMENT AGREEMENT DATED AS OF MARCH 30, 2006 BETWEEN THE COMPANY AND PHOTOMEDEX, INC. AND NO TRANSFER OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, evidencing any Restricted Securities and (iii) each certificate evidencing any other such securities issued or issuable, directly or indirectly, in respect to subsequent transferees of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Restricted Securities shall (unless otherwise permitted by the provisions of Section 1.4 4.3 or 4.10 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OF 1933 OR TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT UNDER SUCH OFFER, SALE, PLEDGE, ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAW. FURTHERMOREADDITIONALLY, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT IS SUBJECT TO THE TERMS CONDITIONS SPECIFIED IN THE FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED DECEMBER 30, 2005 AMONG ACTIVBIOTICS, INC. AND CERTAIN OTHER SIGNATORIES THERETO, AS AMENDED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESSUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3ACTIVBIOTICS, INC.

Restrictive Legend. (a) Each certificate representing (i) for the Preferred PhotoMedex Shares ------------------ Shares , (ii) the Conversion Stockor PhotoMedex Warrant Shares, and (iii) any other securities issued or issuable, directly or indirectly, shares of capital stock received in respect thereof, whether by reason of any of the foregoing securities upon any a stock splitsplit or share reclassification thereof, a stock dividend, recapitalization, merger, consolidation dividend thereon or similar eventotherwise, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): form: THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR THE SECURITIES LAWS OF ANY STATE. THESE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS PHOTOMEDEX, AS AMENDED INC. (THE "ACTCOMPANY"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, COMPANY AND ITS COUNSEL STATING THAT SUCH SALE OR TRANSFER MAY BE EFFECTED PURSUANT TO AN EXEMPTION THEREFROM IS AVAILABLE UNDER SUCH ACT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH PURSUANT TO APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. FURTHERMOREADDITIONALLY, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT SHARES IS SUBJECT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS CONDITIONS SPECIFIED IN SECTION 3 OF THE COMPANY'S SECURITIESINVESTMENT AGREEMENT DATED AS OF MARCH 30, 2006 BETWEEN THE COMPANY AND AZURTEC, INC. AND NO TRANSFER OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Series A Preferred, (ii) the Conversion StockSeries B Preferred, (iii) the Series C Preferred, (iv) shares of the Company's Common Stock issued upon conversion of the Series A Preferred, Series B Preferred and Series C Preferred, and (iiiv) any other securities issued or issuable, directly or indirectly, in respect of any the Series A Preferred, Series B Preferred, Series C Preferred or Common Stock issued upon conversion of the foregoing securities Series A Preferred, Series B Preferred and Series C Preferred including upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESUNDER SAID ACT. COPIES OF THE RIGHTS AGREEMENT 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A ONE HUNDRED EIGHTY (180) DAY LOCKUP FOLLOWING THE CORPORATION'S INITIAL PUBLIC OFFERING, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each Holder and any subsequent holder of any Restricted Securities consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Series A Preferred, the Series B Preferred, the Series C Preferred or the Common Stock in order to implement the restrictions on transfer described established in this Section 1.33. The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) The Holder understands that until such time as this Note or the Conversion Stock, Shares have been registered under the Securities Act and (iii) any other applicable state securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted laws as contemplated by the provisions of Section 1.4 hereof) be stamped Registration Rights Agreement or otherwise imprinted with legends may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Note and the Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such securities): THE SALE AND ISSUANCE OF “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED UNLESS (I) A OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGESAID ACT, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY PURSUANT TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND THAT SUCH OFFER, A HALF” SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, .” “THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION ASSIGNMENT OF THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED PURSUANT SUBJECT TO THE TERMS AND CONDITIONS OF AN INVESTORS' A CERTAIN REGISTRATION RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6AS OF JUNE 8, 19982015, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER COMPANY AND CERTAIN HOLDERS OF THE COMPANY'S ITS OUTSTANDING SECURITIES. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3.”

Restrictive Legend. (a) Each certificate representing (ia) the Preferred ------------------ Shares Shares, (iib) the Conversion Stockshares of Series A Preferred Stock or Wyndham Common Stock issuable upon conversion of any Shares, and (iiic) any other securities issued or issuable, directly or indirectly, in respect of the Shares or Wyndham Common Stock issued upon conversion of any of the foregoing securities Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (each of the foregoing securities in clauses (a) through (c) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 1.4 hereof8.2) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to the legend required under any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER THE ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, UNDER SAID ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESLAWS. COPIES OF THE RIGHTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION COMPANY. PURSUANT TO SUCH AGREEMENT, CERTAIN TRANSFERS MAY NOT BE MADE UNLESS AT THE PRINCIPAL EXECUTIVE OFFICES TIME OF SUCH TRANSFER ONE OR MORE DIRECTORS OF THE COMPANYCOMPANY APPOINTED PURSUANT TO SUCH AGREEMENT SUBMIT THEIR RESIGNATION FROM THE BOARD OF DIRECTORS. Each Holder and Wyndham will promptly, upon request, remove any subsequent holder such legend when no longer required by the terms of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3Agreement or by applicable law.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any portion of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation Common Stock or similar event, Preferred Stock that is held by a party hereto shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER APPLICABLE STATE SECURITIES LAWS, AND MAY BE OFFERED, PLEDGED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE SECURITIES LAW PROVISIONS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT THE ACT AND NOT WITH A VIEW TOSUCH LAWS, OR IN CONNECTION WITHCOMPLIANCE WITH AN APPLICABLE EXEMPTION FROM REGISTRATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A STOCKHOLDERS’ AGREEMENT, DATED AS OF NOVEMBER 10, 2006, AS IT MAY BE AMENDED FROM TIME TO TIME (THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED“AGREEMENT”), SOLD, PLEDGED, OR TRANSFERRED UNLESS WHICH CONTAINS PROVISIONS REGARDING (I) A REGISTRATION STATEMENT UNDER CERTAIN RESTRICTIONS ON THE ACT IS IN EFFECT AS TO THESE SECURITIES AND TRANSFER OF SUCH OFFERSECURITIES, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS CERTAIN TAG-ALONG RIGHTS AND DRAG-ALONG RIGHTS APPLICABLE TO SUCH SECURITIES, (III) CERTAIN RESTRICTIONS ON VOTING AND THE GRANT OF AN OPINION IRREVOCABLE PROXY AND (IV) CERTAIN OTHER MATTERS. A COPY OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM SUCH AGREEMENT IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3ANY TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IN VIOLATION OF THE AGREEMENT IS NULL AND VOID.”

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) Securities or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofthe Purchase Agreement) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ) OR UNDER THE SECURITIES LAW LAWS OF ANY STATE OR OTHER JURISDICTIONSTATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR TRANSFERRED UNLESS HYPOTHECATED (I) A REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE AND QUALIFIED UNDER APPLICABLE STATE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION LAWS OR (II) THERE UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, PLEDGE, OR TRANSFER AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO BOUND BY THE TERMS OF AN INVESTORS' RIGHTS A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3).

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion StockShares, and (iiiii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof5.2.1(c) below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): form: "THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, AS AMENDED TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." 10 "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY." In addition to the preceding legends, Purchasers who may be deemed to be affiliates of the Company shall be given certificates representing (i) the Shares, and (ii) any other securities issued in respect of the securities upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, (unless otherwise permitted by the provisions of Section 5.2.1(c) below) which are stamped or otherwise imprinted with a legend in the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE OWNED BY A PERSON OR PERSONS WHO MAY BE CONSIDERED AN AFFILIATE FOR PURPOSES OF RULE 144 UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), . NO TRANSFER OF THESE SHARES OR UNDER ANY INTEREST THEREIN MAY BE MADE UNLESS THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS ISSUER HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, IT THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED SHARES MAY BE SOLD PURSUANT TO RULE 144 OR ANOTHER AVAILABLE EXEMPTION UNDER THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (ACT AND THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATERULES AND REGULATIONS THEREUNDER." OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents The Purchasers consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares in order to implement the restrictions on transfer described established in this Section 1.35.2.1(b). Purchaser acknowledges that the Company shall remove the preceding legends from each individual Share at such time as that individual Share has been registered pursuant to Section 7 hereof, but that any Shares not registered pursuant to Section 7 or any Shares which are sold by Purchasers pursuant to a private placement exemption shall continue to bear such legends until the Company's counsel has determined that such legends are no longer required for compliance with the Securities laws.

Restrictive Legend. (a) Each certificate representing (i) the Common Stock or ------------------ the Preferred ------------------ Shares Stock held by any Stockholder (other than the Strategic Investors, (ii) whose certificates shall bear the Conversion Stocklegend set forth in the Strategic Investment Agreements), and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 1.4 hereofSecurities Act) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ) OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE COMPANY AND ITS COUNSEL THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER REGISTRATION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, NOT REQUIRED UNDER THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESACT. COPIES OF THE RIGHTS AGREEMENT 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 THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH, THAT CERTAIN STOCKHOLDER RIGHTS AGREEMENT AMONG THE HOLDER OF THESE SECURITIES AND CERTAIN OTHER HOLDERS OF THE COMPANY'S STOCK, WHICH INCLUDES A VOTING AGREEMENT OF SUCH HOLDERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER. Each Holder and any subsequent Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any Restricted Securities consents transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(a) or the "no-action" letter referred to in Section 4(b) to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k) or any successor rule, in order which case no such opinion or "no-action" letter shall be required, and provided that the Company shall not be obligated to implement remove any such legends prior to the restrictions on transfer described date of the release of the lock-up provisions set forth in this Section 1.315 hereof following the initial public offering of the Company's Common Stock under the Securities Act.

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) Securities or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofthe Purchase Agreement) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF In the Case of Warrant and Warrant Shares: ----------------------------------------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER . THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT REGISTERED UNDER THE 1933 ACT IS IN EFFECT AS TO THESE AND QUALIFIED UNDER APPLICABLE STATE SECURITIES AND LAWS OR UNLESS SUCH OFFER, SALE, PLEDGETRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS IN COMPLIANCE WITH EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAW OF ANY STATE LAWS OR OTHER JURISDICTION OR (II) THERE IS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, PLEDGE, OR TRANSFER AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO BOUND BY THE TERMS OF AN INVESTORS' RIGHTS A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3).

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares , (ii) the Conversion Stock, evidencing any Restricted Securities and (iii) each certificate evidencing any other such securities issued or issuable, directly or indirectly, in respect to subsequent transferees of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Restricted Securities shall (unless otherwise permitted by the provisions of Section 1.4 3.3 or 3.10 hereof) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONSECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OF 1933 OR TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT UNDER SUCH OFFER, SALE, PLEDGE, ACT OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAW. FURTHERMOREADDITIONALLY, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT IS SUBJECT TO THE TERMS OF AN INVESTORSCONDITIONS SPECIFIED IN THE FOURTH AMENDED AND RESTATED STOCKHOLDERS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6______________, 19982003, AMONG THE COMPANYADVANCIS PHARMACEUTICAL CORPORATION AND CERTAIN OTHER SIGNATORIES THERETO, THE HOLDER AND NO TRANSFER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESSUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3ADVANCIS PHARMACEUTICAL CORPORATION.

Restrictive Legend. (a) Each certificate representing (i) the Preferred Series D ------------------ Shares Stock, (ii) the Conversion Common Stock of the Company (the "Common Stock") issued upon conversion of the Series D Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any the Series D Stock or Common Stock issued upon conversion of the foregoing securities Series D Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof1.2 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF ). "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONLAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES AND MAY NOT BE OFFEREDSOLD, SOLDMORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) A WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT OF 1933, AS TO THESE AMENDED, AND ANY APPLICABLE STATE SECURITIES AND SUCH OFFER, SALE, PLEDGELAWS, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW THE AVAILABILITY OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, FROM THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS REGISTRATION PROVISIONS OF THE COMPANY'S SECURITIESSECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE STOCK PURCHASE AGREEMENT AND INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. CORPORATION." Each Holder and any subsequent holder of any Restricted Securities (as defined below) consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Series D Stock or the Common Stock in order to implement the restrictions on transfer described established in this Section 1.31. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act of 1933, as amended (the "1933 Act"), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (i) such Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. (a) Each certificate representing (i) the Preferred Securities ------------------ Shares , (ii) the Conversion Stock, and (iii) or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofthe Purchase Agreement) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF In the Case of Warrant and Warrant Shares: ----------------------------------------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER . THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT REGISTERED UNDER THE 1933 ACT IS IN EFFECT AS TO THESE AND QUALIFIED UNDER APPLICABLE STATE SECURITIES AND LAWS OR UNLESS SUCH OFFER, SALE, PLEDGETRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS IN COMPLIANCE WITH EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAW OF ANY STATE LAWS OR OTHER JURISDICTION OR (II) THERE IS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, PLEDGE, OR TRANSFER AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO BOUND BY THE TERMS OF AN INVESTORS' RIGHTS A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3).

Restrictive Legend. (a) Each certificate representing (i) for the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) each certificate for any other such securities issued or issuable, directly or indirectly, in respect to subsequent transferees of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, such certificate shall (unless otherwise permitted by the provisions of Section 1.4 hereof4(c)) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOFLAW. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED UNLESS (I) A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTIONUNDER SAID ACT. FURTHERMOREADDITIONALLY, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT IS SUBJECT TO THE TERMS OF AN INVESTORSCONDITIONS SPECIFIED IN THE AMENDED AND RESTATED STOCKHOLDERS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG MICRUS CORPORATION AND CERTAIN OTHER SIGNATORIES THERETO (AS THE COMPANYSAME MAY BE AMENDED 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, MICRUS CORPORATION HAS AGREED TO DELIVER TO THE HOLDER OF HEREOF A NEW CERTIFICATE, NOT BEARING THIS CERTIFICATE" OTHER HOLDERS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE COMPANY'S SECURITIESHOLDER HEREOF. COPIES OF THE RIGHTS SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder and any subsequent holder MICRUS CORPORATION." In addition, certificate(s) for the Shares may bear other legends as may be required by applicable State securities laws or by Regulation S under the Securities Act of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.31933, as amended.

Restrictive Legend. (a) Each certificate representing (ia) the Shares and the Preferred ------------------ Shares , (ii) the Conversion Stock, Stock and (iiib) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities referenced in clause (a) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofbelow) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT")”) AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE DESIGNATIONS, RIGHTS, PREFERENCES, POWERS, RESTRICTIONS AND LIMITATIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION FOR THE SERIES A-1 PREFERRED STOCK FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (THE “A-1 CERTIFICATE OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITHDESIGNATION”), THE DISTRIBUTION THEREOFCERTIFICATE OF DESIGNATION FOR THE SERIES A-2 PREFERRED STOCK FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (THE “A-2 CERTIFICATE OF DESIGNATION”) AND THE RIGHTS, TERMS AND CONDITIONS SET FORTH IN THE INVESTORS’ RIGHTS AGREEMENT, VOTING AND DRAG ALONG AGREEMENT AND RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, EACH BY AND AMONG MONTROSE ENVIRONMENTAL GROUP, INC. THESE (THE “ISSUER”) AND CERTAIN HOLDERS OF ISSUER SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS PARTY THERETO (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER“INVESTMENT AGREEMENTS”). NO TRANSFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALEASSIGNMENT, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER HYPOTHECATION OR OTHER DISPOSITION OF THESE THE SECURITIES ARE RESTRICTED PURSUANT REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE A-1 CERTIFICATE OF DESIGNATION, THE A-2 CERTIFICATE OF DESIGNATION AND THE INVESTMENT AGREEMENTS. A COPY OF THE A-1 CERTIFICATE OF DESIGNATION, THE A-2 CERTIFICATE OF DESIGNATION AND THE INVESTMENT AGREEMENTS WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER UPON REQUEST.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (AGREEMENTS BETWEEN THE "RIGHTS AGREEMENT") DATED JULY 6COMPANY AND ITS STOCKHOLDERS, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. .” Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described established in this Section 1.31.

Restrictive Legend. (a) Each certificate representing the Warrant Shares (iand each Warrant issued upon a partial exercise, issued upon transfer in whole or in part of this Warrant pursuant to Section 8 or issued in substitution for this Warrant pursuant to Section 10) the Preferred ------------------ Shares , (ii) the Conversion Stock, and (iii) or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofthe Purchase Agreement) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER . THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT REGISTERED UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE AND QUALIFIED UNDER APPLICABLE STATE SECURITIES AND LAWS OR UNLESS SUCH OFFER, SALE, PLEDGETRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS IN COMPLIANCE WITH EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, PLEDGE, OR TRANSFER AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO BOUND BY THE TERMS OF AN INVESTORS' RIGHTS A SECURITIES PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3).

Restrictive Legend. (a) Each certificate representing (i) the Preferred Securities ------------------ Shares , (ii) the Conversion Stock, and (iii) or any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereofthe Purchase Agreement) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF In the Case of Warrant and Warrant Shares: ----------------------------------------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER . THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT REGISTERED UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE AND QUALIFIED UNDER APPLICABLE STATE SECURITIES AND LAWS OR UNLESS SUCH OFFER, SALE, PLEDGETRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS IN COMPLIANCE WITH EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAW OF ANY STATE LAWS OR OTHER JURISDICTION OR (II) THERE IS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, PLEDGE, OR TRANSFER AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO BOUND BY THE TERMS OF AN INVESTORS' RIGHTS A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3).

Restrictive Legend. (a) Each stock certificate representing (i) the Preferred ------------------ Shares Securities, or (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities Securities upon any stock split, stock dividend, merger, consolidation, recapitalization, merger, consolidation or similar eventevent (collectively the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, SATISFACTORY TO THE COMPANYCORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIESAVAILABLE. COPIES OF THE RIGHTS AGREEMENT AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER, THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS IMPOSING A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. Each Holder Investor and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described in this Section 1.3Section.

Restrictive Legend. (a) Each certificate representing (i) the Preferred Merger Shares ------------------ Shares , (ii) the Conversion Stock, and (iii) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 hereof) be stamped or otherwise imprinted with legends in bear substantially the following form legends (in addition to any legend(s) legends required hereunder or under applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, AS AMENDED THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SPECIFIED IN THE AGREEMENT AND PLAN OF REORGANIZATION AMONG THE ISSUER AND XXXXXX.XXX, INC., AMONG OTHERS (THE "ACTAGREEMENT"), OR UNDER WHICH INCLUDES AN OBLIGATION TO NOTIFY THE SECURITIES LAW OF ISSUER PRIOR TO ANY STATE SALE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT TRANSACTION, AND NOT WITH A VIEW TO, NO TRANSFER OF SHARES SHALL BE VALID OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN EFFECTIVE ABSENT COMPLIANCE WITH APPLICABLE SECURITIES LAW SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' RIGHTS AGREEMENT (THE "RIGHTS AGREEMENT") DATED JULY 6, 1998, AMONG THE COMPANY, THE HOLDER OF THIS CERTIFICATE" OTHER HOLDERS INCLUDING SECTION 5.9 OF THE COMPANY'S SECURITIESAGREEMENT. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF RECORD OF THE THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYISSUER. Each Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described The legend contained in this Section 1.35.9(g) shall be removed from a certificate in connection with any sale in compliance with the terms of this Agreement and pursuant to the Resale S-1 Registration Statement, or pursuant to Rule 144 (if accompanied by any legal opinion reasonably required by the Buyer), but shall not be removed in any other circumstance without Buyer's prior written consent (which consent shall not be unreasonably withheld or delayed and shall be granted if such legend is no longer appropriate).

Restrictive Legend. (a) Each certificate representing (i) the Preferred ------------------ Shares Shares, (ii) the Conversion StockShares, (iii) the Common Shares and (iiiiv) any other securities issued or issuable, directly or indirectly, in respect of any of the foregoing securities referenced in clauses (i), (ii) and (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section Article 1.4 hereofbelow) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend(s) legend required hereunder or under applicable state securities laws): "THE SALE AND ISSUANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO (WHICH MAY BE COUNSEL FOR THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND ) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH OFFER, SALE, PLEDGE, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE ACCORDANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS OF AN INVESTORS' THAT CERTAIN REGISTRATION RIGHTS AGREEMENT (BETWEEN THE "RIGHTS AGREEMENT") COMPANY AND THE STOCKHOLDER DATED JULY 6JUNE 30, 19981999, AMONG THE COMPANY, THE HOLDER A COPY OF THIS CERTIFICATE" OTHER HOLDERS OF THE COMPANY'S SECURITIES. COPIES OF THE RIGHTS AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. ." Each Purchaser and Holder and any subsequent holder of any Restricted Securities consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer described established in this Section 1.3Article 1. The Company agrees that, upon receipt of a written request of a holder of Restricted Securities, accompanied by an opinion of counsel (which may be any independent nationally recognized outside securities counsel) reasonably acceptable to the Company, addressed to the Company and its transfer agent, to the effect that some or all of the securities held by such holder may lawfully be publicly offered and sold in the United States without registration under the Securities Act, the Company will, or will cause its transfer agent to, remove such legend from certificates representing such securities, and will make inapplicable to such securities any stop transfer instructions.