Common use of Additional Restrictions on Transfer Clause in Contracts

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE DATED AS OF JULY __, 1993. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (ai) The certificates All shares of Executive Stock are subject to the restrictions on Transfer set forth in the Investor Rights Agreement. (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 6, 1993 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY JUNE NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __JUNE 6, 19932002, AS AMENDED AND MODIFIED FROM TIME TO TIME AND THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (biii) No Except for transfers to Permitted Transferees, no holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) of counsel experienced in federal securities laws matters that neither registration nor qualification is not required under the 1933 Securities Act and or any applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock Option Shares will bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK OPTION AGREEMENT BETWEEN THE COMPANY ISSUER (THE “COMPANY”) AND THE ORIGINAL HOLDER A CERTAIN EMPLOYEE OF THE SHARES REPRESENTED BY THIS CERTIFICATE COMPANY DATED AS OF JULY __MARCH 3, 1993. 2006, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Executive Securities Option Shares may sell, transfer or dispose of any Executive Securities Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 30, 1993 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇▇ ▇. ▇▇▇▇▇ DATED AS OF JULY __JUNE 30, 19931995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock Option Shares will bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK OPTION AGREEMENT BETWEEN THE COMPANY ISSUER (THE “COMPANY”) AND THE ORIGINAL HOLDER A CERTAIN EMPLOYEE OF THE SHARES REPRESENTED BY THIS CERTIFICATE COMPANY DATED AS OF JULY __, 1993. 2006, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Executive Securities Option Shares may sell, transfer or dispose of any Executive Securities Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 30, 1993 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ DATED AS OF JULY __JUNE 30, 19931995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 30, 1993 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇ ST. PIERRE DATED AS OF JULY __JUNE 30, 19931995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The JSDs and the certificates representing the Executive Common Stock and Executive Preferred Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE DATED AS OF JULY __, 1993. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY MARCH __, 1993 1995 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL INITIAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY MARCH __, 19931995. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Consultant Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY ON ______ __, 1993 ____, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK A CONSULTING AGREEMENT BY AND BETWEEN THE COMPANY ISSUER (THE "COMPANY") AND THE ORIGINAL HOLDER A CERTAIN CONSULTANT OF THE SHARES REPRESENTED BY THIS CERTIFICATE COMPANY DATED AS OF JULY __14, 1993. 1988, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Consultant Stock may sell, transfer or dispose of any Executive Securities Consultant Stock (except pursuant to an effective registration statement under the 1933 ActSecurities Act of 1933) without first delivering to the Company Holding an opinion of counsel (reasonably acceptable in form and substance to the Company) Holding that neither registration nor qualification registra- tion under the Securities Act of 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Securities Consultant Stock agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the CompanyHolding, or any securities convertible into or exchangeable or exercisable for any of the Company's equity such securities, during the seven days prior to and the 180 90 days after the effectiveness of any underwritten public offeringoffering of Holding's securities registered under the Securities Act of 1933, as amended, except as part of pursuant to such underwritten public offering or registration if otherwise permitted by the Companypermitted.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock Option Shares will bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK OPTION AGREEMENT BETWEEN THE COMPANY ISSUER (THE “COMPANY”) AND THE ORIGINAL HOLDER A CERTAIN EMPLOYEE OF THE SHARES REPRESENTED BY THIS CERTIFICATE COMPANY DATED AS OF JULY __, 1993. , A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Executive Securities Option Shares may sell, transfer or dispose of any Executive Securities Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing Certificates evidencing the Executive Common Stock Restricted Shares shall have noted conspicuously on the certificate a legend required under applicable securities laws in addition to any legends other legend(s) as the Company deems appropriate and Executive Preferred Stock will bear the following Employee shall not make any transfer of the Restricted Shares without first complying with the restrictions on transfer described in such legend. Such legends may include the following: "THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”) OR APPLICABLE STATE SECURITIES LAW (THE “STATE ACTS”), AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT, THE STATE ACTS AND ANY OTHER APPLICABLE SECURITIES LAWS UNLESS, IN THE ABSENCE OPINION OF AN EFFECTIVE REGISTRATION STATEMENT UNDER COUNSEL SATISFACTORY TO THE ACT COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, TRANSFER, PLEDGE OR AN EXEMPTION HYPOTHECATION IS EXEMPT FROM REGISTRATION THEREUNDEROR IS OTHERWISE IN COMPLIANCE WITH THE ACT, THE STATE ACTS AND ANY OTHER APPLICABLE SECURITIES LAWS. THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS TRANSFER AND CERTAIN OTHER AGREEMENTS FORFEITURE PROVISIONS WHICH ALSO APPLY TO THE TRANSFEREE AS SET FORTH IN AN EXECUTIVE A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER AWARD, DATED MARCH 30, 2010, COPIES OF THE SHARES REPRESENTED BY THIS CERTIFICATE DATED AS OF JULY __, 1993. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT WHICH ARE AVAILABLE FROM THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Consultant Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY ON _________ __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK A CONSULTING AGREEMENT BY AND BETWEEN THE COMPANY ISSUER (THE "COMPANY") AND THE ORIGINAL HOLDER A CERTAIN CONSULTANT OF THE SHARES REPRESENTED BY THIS CERTIFICATE COMPANY DATED AS OF JULY __14, 1993. 1988, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Consultant Stock may sell, transfer or dispose of any Executive Securities Consultant Stock (except pursuant to an effective registration statement under the 1933 ActSecurities Act of 1933) without first delivering to the Company Holding an opinion of counsel (reasonably acceptable in form and substance to the Company) Holding that neither registration nor qualification registra- tion under the Securities Act of 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Securities Consultant Stock agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the CompanyHolding, or any securities convertible into or exchangeable or exercisable for any of the Company's equity such securities, during the seven days prior to and the 180 90 days after the effectiveness of any underwritten public offeringoffering of Holding's securities registered under the Securities Act of 1933, as amended, except as part of pursuant to such underwritten public offering or registration if otherwise permitted by the Companypermitted.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 30, 1993 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ DATED AS OF JULY __JUNE 30, 19931995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Each certificate which represents Executive Common Stock and Executive Preferred Stock will Securities shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON SEPTEMBER 30, 1993 1996, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK SECURITIES PURCHASE AND EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ DATED AS OF JULY __SEPTEMBER 30, 19931996 AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company BrightView an opinion of counsel (reasonably acceptable in form and substance to the CompanyBrightView) of counsel experienced in securities laws matters that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY ON ___________________, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK A MANAGEMENT EQUITY AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER CERTAIN OF THE SHARES REPRESENTED BY THIS CERTIFICATE ITS EMPLOYEES DATED AS OF JULY __JUNE 1, 19931999, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) The certificates representing Executive Stock to be purchased by any resident of the State of Georgia shall bear the following additional legend: "THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." (c) No holder of Executive Securities Stock may sell, transfer or dispose of Transfer any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (cd) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing Certificates evidencing the Executive Common Stock Restricted Shares shall have noted conspicuously on the certificate a legend required under applicable securities laws and Executive Preferred Stock will bear reflecting the following legendtransfer restrictions set forth herein in addition to any other legend(s) as the Company deems appropriate and the Director shall not make any transfer of the Restricted Shares without first complying with the restrictions on transfer described in such legends. Such legends may include the following: "THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE WERE ORIGINALLY HAVE BEEN ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"), ”) AND APPLICABLE STATE SECURITIES LAWS AND AS SUCH MAY NOT ONLY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE OTHERWISE TRANSFERRED: (1) PURSUANT TO REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING BUT NOT LIMITED TO RULE 144 THEREUNDER, AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION; OR (2) IF, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS TRANSFER AND CERTAIN OTHER AGREEMENTS FORFEITURE PROVISIONS WHICH ALSO APPLY TO THE TRANSFEREE AS SET FORTH IN AN EXECUTIVE A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE AWARD, DATED AS OF JULY __AWARD DATE, 1993. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT WHICH IS AVAILABLE FROM THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing Prior to any Transfer of Restricted Shares, the Executive Common Stock and Executive Preferred Stock Member proposing to Transfer such Restricted Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE DATED AS OF JULY __, 1993. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering deliver written notice to the Company LLC describing in reasonable detail the Transfer or proposed Transfer. In addition, if the Member holding such Restricted Shares delivers to the LLC an opinion of counsel (reasonably acceptable who may be counsel for the LLC), satisfactory in form and substance to the CompanyManaging Member and counsel for the LLC (which opinion may be waived, in whole or in part, at the discretion of the Managing Member) that neither no subsequent Transfer of such Restricted Shares will require registration nor qualification under the 1933 Securities Act, the LLC will promptly upon such contemplated Transfer deliver new certificates or instruments, as the case may be, for such Restricted Shares which do not bear the restrictive legend relating to the Securities Act as set forth below. If the LLC is not required to deliver new certificates or instruments, as the case may be, for such Restricted Shares not bearing such legend, the Member holding such Restricted Shares will not Transfer the same until the prospective Transferee has confirmed to the LLC in writing its agreement to be bound by the conditions contained in this Section 9.8. (b) Notwithstanding any other provisions of this Article IX, no Transfer of Shares or any other interest in the LLC may be made unless in the opinion of counsel (who may be counsel for the LLC), satisfactory in form and applicable state substance to the Managing Member and counsel for the LLC (which opinion may be waived, in whole or in part, at the discretion of the Managing Member), such Transfer would not violate any federal securities laws is or any state or provincial securities or "blue sky" laws (including any investor suitability standards) applicable to the LLC or the interest to be Transferred, or cause the LLC to be required to register as an "Investment Company" under the U.S. Investment Company Act of 1940, as amended. Such opinion of counsel shall be delivered in connection with such transferwriting to the LLC prior to the date of the Transfer. (c) Each holder In order to permit the LLC to qualify for the benefit of Executive Securities agrees not a "safe harbor" under Code Section 7704, notwithstanding anything to effect any public sale or distribution the contrary in this Agreement, no Transfer of any Executive Securities Share or other equity securities of the Company, economic interest shall be permitted or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted recognized by the CompanyLLC or the Managing Member (within the meaning of Treasury Regulation Section 1.7704-1(d)) if and to the extent that such Transfer would cause the LLC to have more than 100 partners (within the meaning of Treasury Regulation Section 1.7704-1(h), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3)).

Additional Restrictions on Transfer. (ai) Until the fifth anniversary of the date hereof, Executive shall not Transfer any Executive Stock except (A) to a Permitted Transferee in compliance with the provisions of Section 2D of the Investor Rights Agreement or (B) the sale of Coinvest Shares in a registered public offering effected pursuant to Section 10 of the Investor Rights Agreement. The restrictions set forth in this Section 8(i) shall terminate upon the consummation of a Change in Control. (ii) All Executive Stock is subject to the additional restrictions on Transfer set forth in the Investor Rights Agreement. (iii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON APRIL 5, 1993 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __APRIL 5, 1993. 2000, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (ai) Until the fifth anniversary of the date hereof, Executive shall not Transfer any Executive Stock except (A) to a Permitted Transferee in compliance with the provisions of Section 2D of the Investor Rights Agreement or (B) the sale of Coinvest Shares in a registered public offering effected pursuant to Section 10 of the Investor Rights Agreement. The restrictions set forth in this Section 8(i) shall terminate upon the consummation of a Change in Control. (ii) All Executive Stock is subject to the additional restrictions on Transfer set forth in the Investor Rights Agreement. (iii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON APRIL 5, 1993 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY --- STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __APRIL 5, 1993. 2000, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will Retained Shares shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF JULY __AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, 1993 CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCKHOLDERS' AGREEMENT AMONG THE COMPANY, THE EXECUTIVE AND PANOLAM ACQUISITION COMPANY, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) The certificates representing the Purchased Shares shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. AND IN AN EXECUTIVE STOCKHOLDERS' AGREEMENT AMONG THE ORIGINAL COMPANY, THE EXECUTIVE AND PANOLAM ACQUISITION COMPANY, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (c) The certificates representing the Option Shares shall, if appropriate when issued, bear the following legend: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE DATED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF JULY __AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, 1993CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCKHOLDERS' AGREEMENT AMONG THE COMPANY, THE EXECUTIVE AND PANOLAM ACQUISITION COMPANY, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (bd) No holder The issuer of Executive Securities may sellStock shall modify, transfer or dispose of any remove, the forgoing legends from certificates representing Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) Stock promptly upon reasonable request provided that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transferlegends are no longer appropriate. (ce) Each holder of Executive Securities Holder agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, Stock during the seven days prior to to, and the 180 90 days after after, the effectiveness of any underwritten public offeringoffering of equity securities of the same issuer, except as part of such underwritten public offering or if as otherwise permitted by the CompanyHoldings.

Additional Restrictions on Transfer. (a) The certificates representing the shares of Executive Common Stock and Executive Preferred Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED TRANS FERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE COMPANY ISSUER (THE "COMPANY") AND THE ORIGINAL HOLDER AN EMPLOYEE OF THE SHARES REPRESENTED BY THIS CERTIFICATE COMPANY DATED AS OF JULY __AUGUST 6, 1993. 1999, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."" The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock. (b) No holder of Executive Securities Stock may sell, transfer or dispose of Transfer any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel will be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder Transfer. If such opinion of Executive Securities agrees not counsel reasonably acceptable in form and substance to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part Company further states that no subsequent Transfer of such underwritten public offering or if otherwise permitted by Executive Stock will require registration under the CompanySecurities Act, the Company will promptly upon such Transfer deliver new certificates which do not bear the Securities Act legend set forth in Section 6(a).

Additional Restrictions on Transfer. (ai) The certificates All Shares are subject to the restrictions on Transfer set forth in the Investor Rights Agreement. (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Executive Common Stock and Executive Preferred Stock will Shares shall bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON DECEMBER 5, 1993 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __DECEMBER 5, 19932002, AS AMENDED AND MODIFIED FROM TIME TO TIME, AND THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No ” Except for transfers to Permitted Transferees, no holder of Executive Securities Purchaser Shares may sell, transfer or dispose of any Executive Securities Purchaser Shares (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) of counsel experienced in federal securities laws matters that neither registration nor qualification is not required under the 1933 Securities Act and or any applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (ai) The certificates All Shares are subject to the restrictions on Transfer set forth in the Investor Rights Agreement (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Executive Common Stock and Executive Preferred Stock will Shares shall bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON MAY 26, 1993 2010, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __MAY 26, 19932010, AS AMENDED AND MODIFIED FROM TIME TO TIME, AND THE INVESTOR RIGHTS AGREEMENT, DATED AS OF JUNE 6, 2002, BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No ” Except for transfers to permitted Transferees, no holder of Executive Securities Purchaser Shares may sell, transfer or dispose of any Executive Securities Purchaser Shares (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) of counsel experienced in federal securities laws matters that neither registration nor qualification is not required under the 1933 Securities Act and or any applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Each certificate which represents Executive Common Stock and Executive Preferred Stock will Securities shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JANUARY 27, 1993 1997, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK SECURITIES PURCHASE AND EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ DATED AS OF JULY __JANUARY 27, 19931997 AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company BrightView an opinion of counsel (reasonably acceptable in form and substance to the CompanyBrightView) of counsel experienced in securities laws matters that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Each certificate which represents Executive Common Stock and Executive Preferred Stock will Securities shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON SEPTEMBER 30, 1993 1996, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK SECURITIES PURCHASE AND EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇ ▇▇▇▇▇▇ DATED AS OF JULY __SEPTEMBER 30, 19931996 AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company BrightView an opinion of counsel (reasonably acceptable in form and substance to the CompanyBrightView) of counsel experienced in securities laws matters that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (ai) The certificates All Shares are subject to the restrictions on Transfer set forth in the Investor Rights Agreement (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Executive Common Stock and Executive Preferred Stock will Shares shall bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON NOVEMBER 17, 1993 2009, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __NOVEMBER 17, 19932009, AS AMENDED AND MODIFIED FROM TIME TO TIME, AND THE INVESTOR RIGHTS AGREEMENT, DATED AS OF JUNE 6, 2002, BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No ” Except for transfers to permitted Transferees, no holder of Executive Securities Purchaser Shares may sell, transfer or dispose of any Executive Securities Purchaser Shares (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) of counsel experienced in federal securities laws matters that neither registration nor qualification is not required under the 1933 Securities Act and or any applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 30, 1993 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DATED AS OF JULY __JUNE 30, 19931995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (ai) The certificates All shares of Executive Stock are subject to the restrictions on Transfer set forth in the Investor Rights Agreement. (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 6, 1993 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER ANY STATE SECURITIES LAWS AND MAY JUNE NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __JUNE 6, 19932002, AS AMENDED AND MODIFIED FROM TIME TO TIME AND THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."” (biii) No Except for transfers to Permitted Transferees, no holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form form, and substance to the Company) of counsel experienced in federal securities laws matters that neither registration nor qualification is not required under the 1933 Securities Act and or any applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing Certificates evidencing the Executive Common Stock Restricted Shares shall have noted conspicuously on the certificate a legend required under applicable securities laws and Executive Preferred Stock will bear reflecting the following legendtransfer restrictions set forth herein in addition to any other legend(s) as the Company deems appropriate and the Employee shall not make any transfer of the Restricted Shares without first complying with the restrictions on transfer described in such legends. Such legends may include the following: "THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE WERE ORIGINALLY HAVE BEEN ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"), ”) AND APPLICABLE STATE SECURITIES LAWS AND AS SUCH MAY NOT ONLY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE OTHERWISE TRANSFERRED: (1) PURSUANT TO REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING BUT NOT LIMITED TO RULE 144 THEREUNDER, AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION; OR (2) IF, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS TRANSFER AND CERTAIN OTHER AGREEMENTS FORFEITURE PROVISIONS WHICH ALSO APPLY TO THE TRANSFEREE AS SET FORTH IN AN EXECUTIVE A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE AWARD, DATED AS OF JULY __DATE, 1993. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT WHICH IS AVAILABLE FROM THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (ai) Until the fifth anniversary of the date hereof, Executive shall not Transfer any Executive Stock except (A) to a Permitted Transferee in compliance with the provisions of Section 2D of the Investor Rights Agreement or (B) the sale of Coinvest Shares in a registered public offering effected pursuant to Section 10 of the Investor Rights Agreement. The restrictions set forth in this Section 8(i) shall terminate upon the consummation of a Change in Control. (ii) All Executive Stock is subject to the additional restrictions on Transfer set forth in the Investor Rights Agreement. (iii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON MAY 19, 1993 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __MAY 19, 1993. 2000, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The In addition to any legend required by the Stockholders Agreement, the certificates representing the Executive Common Stock and Executive Preferred Stock will Shares shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 14, 1993 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM Confidential Information redacted and filed separately with the Commission. REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK EXCHANGE AGREEMENT BETWEEN AMONG THE COMPANY COMPANY, BAYER CORPORATION, AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE BAYER ADVANCED LLC, DATED AS OF JULY __JUNE 14, 19932002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No To the extent a transfer of Shares is permitted by the Stockholders Agreement, prior to transferring any Shares, the transferring holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant Shares shall cause the prospective transferee to an effective registration statement under be bound by this Agreement and the 1933 Act) without first delivering Stockholders Agreement and to execute and deliver to the Company an opinion of counsel (reasonably acceptable in form and substance the other parties hereto or thereto counterparts to this Agreement and the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the CompanyStockholders Agreement, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Companya joinder agreement thereto.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY ON ___________________, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK A MANAGEMENT EQUITY AGREEMENT BETWEEN THE COMPANY COMPANY, ▇▇▇▇ ▇. ▇▇▇▇▇▇ AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇ ▇. ▇▇▇▇▇▇ 1999 DYNASTIC TRUST DATED AS OF JULY __JUNE 3, 19931999, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of Transfer any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (ai) Until the fifth anniversary of the date hereof, Executive shall not Transfer any Executive Stock except to a Permitted Transferee in compliance with the provisions of Section 2D of the Investor Rights Agreement. The restrictions set forth in this Section 8(i) shall terminate upon the consummation of a Change in Control. (ii) All Executive Stock is subject to the additional restrictions on Transfer set forth in the Investor Rights Agreement. (iii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON APRIL 5, 1993 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR --- UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __APRIL 5, 1993. 2000, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 30, 1993 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ DATED AS OF JULY __JUNE 30, 19931995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, . except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON DECEMBER 22, 1993 2003, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK A MANAGEMENT EQUITY AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER CERTAIN OF THE SHARES REPRESENTED BY THIS CERTIFICATE ITS EMPLOYEES DATED AS OF JULY __DECEMBER 22, 19932003, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."” (b) The certificates representing Incentive Shares to be purchased by any Executive shall bear the following additional legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT FOR A PERIOD OF TIME TO A PURCHASE OPTION OF THE COMPANY APPLICABLE TO “INCENTIVE SHARES” AS DESCRIBED IN THE MANAGEMENT EQUITY AGREEMENT BETWEEN THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF DECEMBER 22, 2003, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” (c) No holder of Executive Securities Stock may sell, transfer or dispose of Transfer any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (cd) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's ’s equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a1) Until the fifth anniversary of the date hereof, Executive shall not Transfer any Executive Stock except (A) to a Permitted Transferee in compliance with the provisions of Section 2D of the Investor Rights Agreement or (B) the sale of Coinvest Shares in a registered public offering effected pursuant to Section 10 of the Investor Rights Agreement. The restrictions set forth in this Section 8(h)(i) shall terminate upon the consummation of a Change in Control (as defined in the Investor Rights Agreement). (2) All Executive Stock is subject to the additional restrictions on Transfer set forth in the Investor Rights Agreement. (3) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON December 6, 1993 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR --- TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __December 6, 1993. 2000, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __FEBRUARY 22, 1993 1993, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ DATED AS OF JULY __FEBRUARY 22, 1993. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 30, 1993 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ DATED AS OF JULY __JUNE 30, 19931995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities Stock agrees not to effect any public sale or distribution of any Executive Securities Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK A MANAGEMENT EQUITY AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER CERTAIN OF THE SHARES REPRESENTED BY THIS CERTIFICATE ITS EMPLOYEES DATED AS OF JULY __DECEMBER 26, 19932006, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."” (b) The certificates representing Unvested Shares to be purchased by any Executive shall bear the following additional legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT FOR A PERIOD OF TIME TO A PURCHASE OPTION OF THE COMPANY APPLICABLE TO “UNVESTED SHARES” AS DESCRIBED IN THE MANAGEMENT EQUITY AGREEMENT BETWEEN THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF DECEMBER 26, 2006, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” (c) No holder of Executive Securities Stock may sell, transfer or dispose of Transfer any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred Stock Option Shares will bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE THE ISSUER’S 2014 STOCK OPTION PLAN AND A WRITTEN AGREEMENT BETWEEN THE COMPANY ISSUER AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE DATED AS SUCH SECURITIES, COPIES OF JULY __, 1993. A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ISSUER’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."” (b) No holder of Executive Securities Option Shares may sell, transfer or dispose of any Executive Securities Option Shares (except pursuant to an effective registration statement under the 1933 Securities Act) without first first, if requested by the Company, delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is not required in connection with such transfer. (c) Each No holder of Executive Securities agrees not to Option Shares will effect any public sale or distribution (including sales pursuant to Rule 144 of the Securities Act) of any Executive Securities Option Shares or of any other equity securities of the Company, or any securities securities, options or rights convertible into or exchangeable or exercisable for any of the Company's equity such securities, during the seven days prior to and the 180 days after 180-day period beginning on the effectiveness effective date of any underwritten public offeringoffering of the Company’s securities, except as part of such underwritten public offering. The restrictions on transfer set forth in this Section 14(c) shall continue with respect to each Option Share and each other security, option or right described in the preceding sentence until the date on which such security has been transferred pursuant to an offering registered under the Securities Act or if otherwise permitted by to the Companypublic through a broker, dealer or market maker pursuant to the provisions of Rule 144 (other than Rule 144(k)) adopted under the Securities Act.

Additional Restrictions on Transfer. (a) The certificates representing the Executive Common Stock and Executive Preferred shares of Issued Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED TRANS FERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE THE ISSUER'S 1999 STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE DATED AS OF JULY __OPTION PLAN, 1993. A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANYISSUER'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."" The legend set forth above regarding the Plan shall be removed from the certificates evidencing any securities which cease to be Issued Stock. (b) No holder of Executive Securities Issued Stock may sell, transfer or dispose Transfer any shares of any Executive Securities Issued Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel will be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder Transfer. If such opinion of Executive Securities agrees not counsel reasonably acceptable in form and substance to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part Company further states that no subsequent Transfer of such underwritten public offering or if otherwise permitted by Issued Stock will require registration under the CompanySecurities Act, the Company will promptly upon such Transfer deliver new certificates for such securities which do not bear the Securities Act legend set forth in Section 5.9(a).

Additional Restrictions on Transfer. (ai) The certificates All shares of Executive Stock are subject to the restrictions on Transfer set forth in the Investor Rights Agreement. (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Executive Common Stock and Executive Preferred Stock will shall bear the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __ON JUNE 6, 1993 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER ANY STATE SECURITIES LAWS AND MAY JUNE NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREOF DATED AS OF JULY __JUNE 6, 19932002, AS AMENDED AND MODIFIED FROM TIME TO TIME AND THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S ’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."” (biii) No Except for transfers to Permitted Transferees, no holder of Executive Securities Stock may sell, transfer or dispose of any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) of counsel experienced in federal securities laws matters that neither registration nor qualification is not required under the 1933 Securities Act and or any applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the shares of Executive Common Stock and Executive Preferred Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE COMPANY ISSUER (THE "COMPANY") AND THE ORIGINAL HOLDER AN EMPLOYEE OF THE SHARES REPRESENTED BY THIS CERTIFICATE COMPANY DATED AS OF JULY __MAY 11, 1993. 1999, A COPY OF SUCH AGREEMENT WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."" The legend set forth above regarding the Plan shall be removed from the certificates evidencing any securities which cease to be Executive Stock. (b) No holder of Executive Securities Stock may sell, transfer or dispose of Transfer any Executive Securities Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel will be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder Transfer. If such opinion of Executive Securities agrees not counsel reasonably acceptable in form and substance to effect any public sale or distribution of any Executive Securities or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part Company further states that no subsequent Transfer of such underwritten public offering or if otherwise permitted by Executive Stock will require registration under the CompanySecurities Act, the Company will promptly upon such Transfer deliver new certificates which do not bear the Securities Act legend set forth in Section 6(a).