Common use of Purchase for Own Account Clause in Contracts

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America. Such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act. Such Purchaser agrees to the imprinting of a legend on certificates representing all of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

Purchase for Own Account. The Purchased Shares Securities to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such Purchaser If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser Each Lender agrees to the imprinting of a legend on certificates representing all of its Purchased Shares the Securities to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.”

Purchase for Own Account. The Purchased Shares Stock to be acquired by such the Purchaser pursuant to this Agreement are is being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares Stock and Common Stock issuable upon conversion of the Purchased Stock to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTACT "), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONOF AMERICA. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY TO AND THE EFFECT THAT STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH REGISTRATION IS NOT REQUIREDSECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Shares Securities to be acquired by such the Purchaser pursuant to this Agreement are being being, and the Warrant Shares to be acquired upon exercise of the Warrants will be, acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Purchased Shares Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction. Such The Purchaser understands and agrees that such Purchased Shares Securities have not been been, and the Warrant Shares will not be, registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act Act; and that the Purchased Securities and the Warrant Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such The Purchaser agrees to the imprinting of a legend on certificates representing all of its Purchased Shares Securities to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

Purchase for Own Account. The Purchased Shares Stock to be acquired by such Purchaser the Purchasers pursuant to this Agreement are is being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares Stock and Common Stock issuable upon conversion of the Purchased Stock to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONOF AMERICA. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY TO AND THE EFFECT THAT STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH REGISTRATION IS NOT REQUIREDSECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Subject Shares and the Warrants to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Subject Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Subject Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Subject Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting at Closing and for so long as required by law, of a legend on certificates representing all of its Purchased Subject Shares, shares of Common Stock issuable upon conversion of its Subject Shares and the Warrant Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares Notes to be acquired by such Purchaser Stockholder pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares Notes or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Stockholder at all times to sell or otherwise dispose of all or any part of such Notes under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Stockholder's property being at all times within its control. Such Purchaser If such Stockholder should in the future decide to dispose of any of such Notes, such Stockholder understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser Stockholder agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares Notes and shares of Common Stock issuable upon conversion of its Notes to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY SUCH ACT AND SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE ENTITLED TO THE COMPANY BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG GT INTERACTIVE SOFTWARE CORP. AND THE ORIGINAL PURCHASERS OF THE NOTES REPRESENTED HEREBY. TRANSFEREES OF SUCH SECURITIES SHOULD REVIEW SUCH AGREEMENT TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDDETERMINE THEIR RIGHTS.

Purchase for Own Account. The Purchased Shares and, in the case of Beacon, the Beacon Warrant to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or, in the case of Beacon, the Beacon Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or, in the case of Beacon, the Beacon Warrant under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares or, in the case of Beacon, the Beacon Warrant, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares or, in the case of Beacon, the Beacon Warrant and shares of Common Stock issuable upon conversion of its Purchased Shares or, in the case of Beacon, exercise of the Beacon Warrant to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Company Common Shares to be acquired by such Purchaser the Contributing Shareholder pursuant to this Agreement are being or will be acquired for his or its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Company Common Shares or any part thereof in any transaction that would be in violation ▇▇▇▇▇ tion of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of such Company Common Shares under an effective registra tion statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of the Contributing Shareholder's property being at all times within its control. Such Purchaser If the Contributing Shareholder should in the future decide to dispose of any of such Company Common Shares, the Contributing Shareholder understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred he or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser The Contributing Shareholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Company Common Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION REGIS TRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY SUCH ACT AND SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE ENTITLED TO THE COMPANY BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG GT INTERACTIVE SOFTWARE CORP. AND THE ORIGINAL PURCHASERS OF THE PREFERRED STOCK REPRESENTED HEREBY. TRANSFEREES OF SUCH SECURITIES SHOULD REVIEW SUCH AGREEMENT TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDDETERMINE THEIR RIGHTS.

Purchase for Own Account. The Purchased Shares to be acquired by such the Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of AmericaAmerica or any state, without prejudice, however, to the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act or under an exemption from said registration available under the Securities Act. Such The Purchaser understands and agrees that if the Purchaser should in the future decide to dispose of any part of such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be soldShares, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of its such Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLDOFFERED FOR SALE, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction. Such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act Act; and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting of a legend on certificates representing all of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER PURSUANT TO A STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 5, 2003, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF THE STOCK PURCHASE AGREEMENT MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE UPON THE WRITTEN REQUEST OF THE HOLDER HEREOF.

Purchase for Own Account. The Purchased Shares and Warrants to be acquired by such Purchaser pursuant to this Agreement are being acquired for its such Purchaser's own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act. Such If such Purchaser should in the future decide to dispose of any of the Shares or Warrants, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such Each Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Shares and Warrants to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDACT OR SUCH LAWS.

Purchase for Own Account. The Purchased Shares and the Warrants ------------------------ to be acquired by such Purchaser pursuant to this Agreement and the shares of Common Stock issuable upon conversion of the Purchased Shares and its Warrant Shares are being or will be acquired for investment for its own account for investment only, and not with a view tono intention of distributing or reselling, or for sale in connection withgranting any participation in, any distribution of such Purchased Shares, such shares of Common Stock, such Warrants, such Warrant Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state or foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares, such shares of Common Stock, such Warrants or such Warrant Shares under an effective registration statement under the Securities Act and under the applicable state or foreign securities laws, or under an exemption from such registration available under such laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such shares of Common Stock, such Warrants or such Warrant Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares, shares of Common Stock issuable upon conversion of its Purchased Shares and its Warrant Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED OCTOBER 24, 1997, AMONG PRIME RESPONSE GROUP INC. AND THE STOCKHOLDERS NAMED THEREIN AS AMENDED BY EACH OF AMENDMENT ▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇ AND AMENDMENT NO. 3 THERETO (THE "STOCKHOLDERS AGREEMENT"). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDRECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Notes, the Warrants and the Warrant Shares or Common Shares to be acquired by such Purchaser pursuant to this Agreement Investor, respectively, are being or will be acquired for its own account for investment onlyand with no intention of distributing or reselling such Notes, and not with a view toWarrants, Warrant Shares or for sale in connection with, any distribution of such Purchased Common Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of such Investor at all times to sell or otherwise dispose of all or any part of such Notes, Warrants, Warrant Shares and Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Investor's property being at all times within its control. Such Purchaser If such Investor should in the future decide to dispose of any of such Notes, Warrants, Warrant Shares or Common Shares, such Investor understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser Investor agrees to the imprinting for so long as required by law, of a legend on certificates representing all of its Purchased Notes, Warrants, Warrant Shares and Common Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares Preferred Shares, and the shares of Common Stock to be issued upon conversion of the Preferred Shares, are being or will be acquired by such Purchaser pursuant to this Agreement are being acquired for its such Purchaser's own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within such Purchaser's control. Such If such Purchaser should in the future decide to dispose of any of the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except Purchaser may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF MAY 28, 1998, AS AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDUPON REQUEST."

Purchase for Own Account. The Purchased Company Common Shares to be acquired by such Purchaser the Contributing Shareholder pursuant to this Agreement are being or will be acquired for its his own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Company Common Shares or any part thereof in any transaction that would be in violation ▇▇▇▇▇ tion of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of such Company Common Shares under an effective registra tion statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of the Contributing Shareholder's property being at all times within its control. Such Purchaser If the Contributing Shareholder should in the future decide to dispose of any of such Company Common Shares, the Contributing Shareholder understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except he may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser The Contributing Shareholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Company Common Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares Note to be acquired by such Purchaser the Fund pursuant to this Agreement are is being acquired for its the Fund's own account for investment onlypurposes and with no view toward any "distribution" thereof within the meaning of the Securities Act, and not with a view towithout prejudice, however, to the rights of the Fund at all times to sell or for sale in connection with, any distribution otherwise dispose of such Purchased Shares all or any part thereof of the Note under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of the Fund's property being at all times within their control. If the Fund should in any transaction the future decide to dispose of the Note, the Fund understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. If the Fund should decide to dispose of the Note, the Fund, if requested by the Company, will have the obligation in connection with such disposition, at the Fund's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Note would not be in violation of the Securities Act or any applicable state securities laws of the United States of America. Such Purchaser understands and, assuming such opinion is required and agrees that such Purchased Shares have not been registered is otherwise appropriate in form and substance under the Securities Act circumstances, the Company will accept, and are "restricted securities" within the meaning of Rule 144 under the Securities Act and will recommend to any applicable transfer agent or trustee for any such securities that the Purchased Shares cannot be soldit accept, transferred or otherwise disposed of except in compliance with the Securities Actsuch opinion. Such Purchaser The Fund agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares the Note to the following effect: THE SECURITIES REPRESENTED BY "THIS CERTIFICATE HAVE NOTE HAS NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDUNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THIS NOTE."

Purchase for Own Account. The Purchased Shares Preferred Shares, and the shares of Common Stock to be issued upon conversion of the Preferred Shares, are being or will be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF MAY 28, 1998. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDUPON REQUEST."

Purchase for Own Account. The Purchased Shares to be acquired ------------------------ by such Purchaser pursuant to this Agreement and the shares of Common Stock issuable upon conversion of the Purchased Shares are being or will be acquired for investment for its own account for investment only, and not with a view tono intention of distributing or reselling, or for sale in connection withgranting any participation in, any distribution of such Purchased Shares Shares, such shares of Common Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state or foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or such shares of Common Stock under an effective registration statement under the Securities Act and under the applicable state securities laws, or under an exemption from such registration available under such laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares or such shares of Common Stock, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT AMONG PRIME RESPONSE GROUP INC., GENERAL ATLANTIC PARTNERS 42, L.P., GAP COINVESTMENT PARTNERS, L.P. AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDRECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Shares Note and the Warrants (including, for purposes of this Section 6.5, the shares of Common Stock issuable upon exercise of the Warrants) to be acquired by such the Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Note and the Warrants and any shares of Common Stock issuable upon exercise of the Warrants. Such If the Purchaser should in the future decide to dispose of the Note or the Warrants, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares the Warrants to the following effect: THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ISSUABLE UPON EXERCISE HEREOF HAVE BEEN TAKEN FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED BY ANY PERSON, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDSTATE SECURITIES LAWS.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States States, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of Americaall or any part of the Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such Purchaser If the Subscriber should in the future decide to dispose of any of the Shares, the Subscriber understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting of a legend on certificates representing all of its Purchased the Shares to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.”

Purchase for Own Account. The Purchased Shares (including, for purposes of this Section 4(d), the shares of Common Stock into which the Shares may be converted) to be acquired by such Purchaser pursuant to this Agreement are being acquired by Purchaser for its his own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of AmericaAmerica or any state, without prejudice, however, to the rights of Purchaser at all times to sell or otherwise dispose of all or any part of such securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of Purchaser's property being at all times within its control. Such If Purchaser should in the future decide to dispose of any of such securities, Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except he may do so only in compliance with the Securities Act, the Securities Exchange Act, and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such If Purchaser should decide to dispose of any of such securities, Purchaser will have the obligation in connection with such disposition, at Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of such securities would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of such securities that it accept, such opinion. Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares such securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDACT OR SUCH LAWS."

Purchase for Own Account. The Purchased Notes and the Issuable Shares or Common Shares to be acquired by such Purchaser pursuant to this Agreement Lender, respectively, are being or will be acquired for its own account for investment onlyand with no intention of distributing or reselling such Notes, and not with a view to, Issuable Shares or for sale in connection with, any distribution of such Purchased Common Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of such Lender at all times to sell or otherwise dispose of all or any part of such Notes, Issuable Shares or Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Lender's property being at all times within its control. Such Purchaser If such Lender should in the future decide to dispose of any of such Notes, Issuable Shares or Common Shares, such Lender understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser Lender agrees to the imprinting for so long as required by law, of a legend on certificates representing all of its Purchased Notes, Issuable Shares or Common Shares and shares of Common Stock issuable upon conversion of its Issuable Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares and the Warrants ------------------------ to be acquired by such Purchaser pursuant to this Agreement Agreement, the shares of Common Stock issuable upon conversion of the Purchased Shares and the Warrant Shares are being or will be acquired for investment for its own account for investment only, and not with a view tono intention of distributing or reselling, or for sale in connection withgranting any participation in, any distribution of such Purchased Shares, such shares of Common Stock, such Warrants, such Warrant Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state or foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares, such shares of Common Stock, such Warrants or such Warrant Shares under an effective registration statement under the Securities Act and under the applicable state or foreign securities laws, or under an exemption from such registration available under such laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such shares of Common Stock, such Warrants or such Warrant Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares, shares of Common Stock issuable upon conversion of its Purchased Shares and Warrant Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED OCTOBER 24, 1997, AMONG PRIME RESPONSE GROUP INC. AND THE STOCKHOLDERS NAMED THEREIN AS AMENDED BY AMENDMENT NO. 1 THERETO AND AS AMENDED BY AMENDMENT NO. 2 THERETO (THE "STOCKHOLDERS AGREEMENT"). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDRECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Shares to be acquired by such the Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of such Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of the Purchaser's property being at all times within its control. Such If the Purchaser should in the future decide to dispose of any of such Shares, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Exchange Shares to be acquired by such Purchaser the Contributing Shareholder pursuant to this Agreement are being or will be acquired for his or its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Exchange Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of such Exchange Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of the Contributing Shareholder's property being at all times within its control. Such Purchaser If the Contributing Shareholder should in the future decide to dispose of any of such Exchange Shares, the Contributing Shareholder understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred he or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser The Contributing Shareholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Exchange Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares to be acquired ------------------------ by such Purchaser pursuant to this Agreement and the shares of Common Stock issuable upon conversion of the Purchased Shares are being or will be acquired for investment for its own account for investment only, and not with a view tono intention of distributing or reselling, or for sale in connection withgranting any participation in, any distribution of such Purchased Shares Shares, such shares of Common Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state or foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or such shares of Common Stock under an effective registration statement under the Securities Act and under the applicable state or foreign securities laws, or under an exemption from such registration available under such laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares or such shares of Common Stock, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED OCTOBER 24, 1997, AMONG PRIME RESPONSE GROUP INC. AND THE STOCKHOLDERS NAMED THEREIN AS AMENDED BY AMENDMENT NO. 1 THERETO (THE "STOCKHOLDERS AGREEMENT"). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDRECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Shares Securities and the Common Stock to be issued upon conversion of the Securities, are being or will be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Securities or the shares of Common Stock issuable upon conversion of the Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such Purchaser understands and agrees that such Purchased Shares have not been registered under to dispose of any of the Securities Act and are "restricted securities" within or the meaning shares of Rule 144 under Common Stock issuable upon conversion of the Securities Act and that the Purchased Shares cannot be soldSecurities, transferred or otherwise disposed of except unless it does so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Securities or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS' AGREEMENT DATED AS OF FEBRUARY, 1996. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDUPON REQUEST." 6.6 Accredited Investor Status. Such Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act. Each Purchaser shall provide such information with respect to its status as an "accredited investor" that the Company shall have reasonably requested at least ten (10) days prior to the Closing Date.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America. Such Purchaser understands and agrees that such Purchased the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act of 1933, as amended ("Securities Act") which depends, in part, upon the Purchaser's investment intention. In this connection, the Purchaser hereby represents that it is purchasing Shares for its own account for investment and are "restricted securities" not with a present view toward the resale or distribution to others or for resale in connection with any distribution or public offering (within the meaning of Rule 144 the Securities Act), nor with any present intention of distributing or selling the same and the Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation or commitment providing for the disposition thereof. The Purchaser shall not sell or otherwise transfer the Shares unless a subsequent disposition is registered under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Actis exempt from such registration. Such The Purchaser agrees consents to the imprinting placement of the legend set forth below, or a legend substantial equivalent thereof, on certificates representing all of its Purchased Shares to any certificate or other document evidencing the following effectShares: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SHARES UNDER SUCH THE SECURITIES ACT OR AN OPINION EXEMPTION FROM THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDOTHER APPLICABLE JURISDICTIONS.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of the Securities, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED FEBRUARY __, 1997, AMONG PROXICOM, INC., GENERAL ATLANTIC PARTNERS 34, L.P., GAP COINVESTMENT PARTNERS, L.P., RAUL ▇▇▇▇▇▇▇▇▇, ▇▇E MARI▇ ▇. ▇▇▇▇▇▇ ▇▇▇ST AND FBR VENTURE CAPITAL MANAGERS INC., A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Purchase for Own Account. The Purchased Shares Securities to be acquired by such the Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the Notes or the Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such If the Purchaser should in the future decide to dispose of any of the Securities, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting of a legend on certificates representing all of its Purchased Shares the Securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Merger Shares and Warrant to be acquired by such Purchaser Barg▇ ▇▇▇, pursuant to Rule 145 under the Securities Act, deemed acquired by the Partners, pursuant to this Agreement are being acquired for its their own account for investment onlyand with no intention of distributing or reselling the Merger Shares, and not with a view tothe Warrant or the shares of Future Stock issuable upon exercise of the Warrant (the "WARRANT SHARES"), or for sale in connection with, any distribution of such Purchased Shares or any part thereof thereof, in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of the Barg▇ ▇▇▇ the Partners at all times to sell or otherwise dispose of all or any part of the Merger Shares, the Warrant or the Warrant Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of Barg▇'▇ ▇▇▇ each Partner's property being at all times within its control. Such Purchaser If Barg▇ ▇▇ a Partner should in the future decide to dispose of any of the Merger Shares, the Warrant or the Warrant Shares, Barg▇ ▇▇▇ each Partner understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Merger Shares, the Warrant and the Warrant Shares. Such Purchaser Barg▇ ▇▇▇ each Partner agrees to the imprinting imprinting, so long as required by law, of a legend on the certificates representing the Merger Shares, the Warrant and the Warrant Shares, substantially as follows in all of its Purchased Shares to the following effectmaterial respects: [THE SECURITIES REPRESENTED BY THIS CERTIFICATE CERTIFICATE] [THIS WARRANT AND THE SECURITIES TO BE RECEIVED UPON THE EXERCISE OF THIS WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDLAWS.

Purchase for Own Account. The Purchased Shares to be acquired by such ------------------------ Purchaser pursuant to this Agreement are being or will be acquired for investment for its own account for investment only, and not with a view tono intention of distributing or reselling, or for sale in connection withgranting any participation in, any distribution of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under such laws, and subject, nevertheless, to the disposition of Purchaser's property being at all times within its control. Such If Purchaser should in the future decide to dispose of any of such Purchased Shares, Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYNAPSE GROUP, INC. (THE "COMPANY"), IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 23, 2000 (THE "STOCKHOLDERS AGREEMENT"), AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF THE STOCKHOLDERS AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDRECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Subject Shares and the ------------------------ Warrants to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Subject Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Subject Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Subject Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting at Closing and for so long as required by law, of a legend on certificates representing all of its Purchased Subject Shares, shares of Common Stock issuable upon conversion of its Subject Shares and the Warrant Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED --- STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares to be acquired by Such Purchaser is purchasing the Series G Preferred Stock for such Purchaser pursuant to this Agreement are being acquired for its Purchaser’s own account for investment only, purposes only and not with a present view totowards the public sale or distribution thereof, or for sale in connection with, any distribution except pursuant to sales that are exempt from the registration requirements of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America. Such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 and/or sales registered under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act. Such Purchaser agrees understands that such Purchaser must bear the economic risk of this investment indefinitely, unless the Securities are registered pursuant to the imprinting Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of a legend on certificates representing all registering the resale of any such Securities. Further, (i) the Purchaser has the requisite corporate (or other entity) or individual (as the case may be) power, capacity and authority to enter into and perform his, her or its Purchased obligations under this Agreement and the Certificate of Designation, to purchase the Series G Preferred Stock in accordance with the terms hereof, to hold beneficially and of record and to receive the Conversion Shares upon conversion of the Series G Preferred Stock in accordance with the terms thereof; (ii) the execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and no further consent or authorization is required, and (iii) this Agreement constitutes valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its terms except as enforceability of the obligations under this Agreement may be limited by (A) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and (B) general principles of equity relating to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED availability of equitable remedies (THE "ACT"whether such agreements are sought to be enforced in a proceeding at law or a proceeding in equity), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

Purchase for Own Account. The Purchased Shares Securities to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of its Notes or Warrants, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to (i) the pledge by WMF of the Securities pursuant to the terms of the partnership agreement or other agreement of WMF pursuant to which WMF issued any indebtedness and (ii) the disposition of its property being at all times within its control. Such If a Purchaser should in the future decide to dispose of any of the Securities, each Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting of a legend on certificates representing all of its Purchased Shares the Securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Subscription Shares to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment onlyaccount, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States or any state thereof, without prejudice, however, to its right at all times to sell or otherwise dispose of Americaall or any part of the Subscription Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such Purchaser If any Investor should in the future decide to dispose of any of the Subscription Shares, such Investor understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser Each Investor agrees to the imprinting of a legend on certificates representing all of its Purchased the Subscription Shares and the Ordinary Shares that the Subscription Shares are convertible to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.”

Purchase for Own Account. The Purchased Shares Securities to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the WMF Note or the WMF Warrant, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such If the Purchaser should in the future decide to dispose of any of the Securities, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting of a legend on certificates representing all of its Purchased Shares the Securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Shares to be acquired purchased by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or Underlying Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or Underlying Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser’s property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares or Underlying Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and Underlying Shares, to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares Closing Notes to be acquired by such Purchaser it pursuant to this Agreement are being or shall be acquired for its own account account, solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares Closing Notes or any part thereof in any transaction that would be in violation of the securities laws Securities Act without prejudice, however, to its right at all times to sell or otherwise dispose of the United States Closing Notes, under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of Americaits property being at all times within its control, subject to the terms and conditions of the Transaction Documents. Such If any Purchaser should in the future decide to dispose of the Closing Notes, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect, and subject to any applicable provisions of each Transaction Document to which any Purchaser is a party or is bound. Such Each Purchaser agrees to the imprinting of a legend on certificates representing all each of its Purchased Shares the Closing Notes to the following effect: THE SECURITIES REPRESENTED BY “THIS CERTIFICATE HAVE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.”

Purchase for Own Account. The Purchased Shares Securities to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the Notes or the Warrants, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such If the Purchaser should in the future decide to dispose of any of the Securities, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting of a legend on certificates representing all of its Purchased Shares the Securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Preferred Shares to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Preferred Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of the Securities, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Preferred Shares and shares of Common Stock issuable upon conversion of any of its Purchased Preferred Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED FEBRUARY 20, 1997, AMONG PROXICOM, INC. (THE "COMPANY"), GENERAL ATLANTIC PARTNERS 34, L.P., GAP COINVESTMENT PARTNERS, L.P., RAUL ▇▇▇▇▇▇▇▇▇, ▇▇E MARI▇ ▇. ▇▇▇▇▇▇ TRUST, AND FBR VENTURE CAPITAL MANAGERS INC. (COLLECTIVELY, THE "ORIGINAL STOCKHOLDERS"), AS AMENDED, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Purchase for Own Account. The Purchased Shares to be acquired by ------------------------ such Purchaser pursuant to this Agreement are being or will be acquired for investment for its own account for investment only, and not with a view tono intention of distributing or reselling, or for sale in connection withgranting any participation in, any distribution of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under such laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER")AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED MARCH 9, 1998, AMONG NEWSUB SERVICES, INC. AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDRECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Shares to Note is being or will be acquired by such the Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares security or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of such Note under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser’s property being at all times within its control. Such If the Purchaser should in the future decide to dispose of the Note or any part thereof, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates certificate representing all of its Purchased Shares the Note to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES STATE, AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIRED.ACT OR SUCH LAWS. “

Purchase for Own Account. The Purchased Shares and the Warrant to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or Warrant under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of Purchaser's property being at all times within its control. Such If Purchaser should in the future decide to dispose of any of the Purchased Shares or the Warrant, Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares to Shares, the Warrant and upon shares of Common Stock issuable upon the exercise of the Warrant in substantially the following effectform: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS AND THE DELIVERY TO THE COMPANY OF A WRITTEN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of the Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Shares substantially to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT."

Purchase for Own Account. The Purchased Shares Securities to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the Securities under an effective registration statement under the Securities Act, or any applicable state securities laws or under an exemption from such registration available under the Securities Act, or any applicable state securities laws and subject, nevertheless, to the disposition of its property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of the Securities or the Common Stock issuable upon conversion of the Series A Preferred Stock or the Series B Preferred Stock, it understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting of a legend on certificates representing all of its Purchased Shares the Securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Preferred Shares and the Additional Shares (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and the Additional Shares) to be acquired by such Purchaser it pursuant to this Agreement are being acquired for its own account for investment onlypurposes and with no view toward any "distribution" thereof within the meaning of the Securities Act, and not with a view towithout prejudice, however, to its rights at all times to sell or for sale in connection with, any distribution otherwise dispose of such Purchased Shares all or any part thereof of the Preferred Shares or the Additional Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. If it should in the future decide to dispose of any transaction of the Preferred Shares, the Additional Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares and the Additional Shares, it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the such shares. If it should decide to dispose of the Preferred Shares or the Additional Shares, other than, in the case of the Investor, pursuant to the provisions of the Fund Registration Rights Agreement, it, if requested by the Company, will have the obligation in connection with such disposition, at its expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or the Additional Shares would not be in violation of the Securities Act or any applicable state securities laws of the United States of America. Such Purchaser understands and, assuming such opinion is required and agrees that such Purchased Shares have not been registered is otherwise appropriate in form and substance under the Securities Act circumstances, the Company will accept, and are "restricted securities" within the meaning of Rule 144 under the Securities Act and will recommend to any applicable transfer agent or trustee for any such securities that the Purchased Shares cannot be soldit accept, transferred or otherwise disposed of except in compliance with the Securities Actsuch opinion. Such Purchaser It agrees to the imprinting imprinting, so long as required by applicable law, rule or regulation, of a legend on certificates representing all of its Purchased the Preferred Shares, Additional Shares and the shares of Common Stock issued on conversion thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "SECURITIES ACT"), ) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDACT OR SUCH LAWS."

Purchase for Own Account. The Purchased Shares to be acquired by such ------------------------ Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of such Purchased reselling the Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If either Purchaser should in the future decide to dispose of any part of the Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Each Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Shares to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLDOFFERED FOR SALE, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Preferred Shares (including, for purposes of this Section 6.5, the Class A Common Stock issuable upon conversion of the Preferred Shares) to be acquired by such the Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of the Purchaser's property being at all times within its control. Such If the Purchaser should in the future decide to dispose of any of the Preferred Shares, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. Such If the Purchaser should decide to dispose of the Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares and the shares of Class A Common Stock issued on conversion thereof to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDACT OR SUCH LAWS."

Purchase for Own Account. The Purchased Shares Securities to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction. Such Purchaser understands and agrees that such Purchased Shares Securities have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act Act; and that the Purchased Shares Securities cannot be sold, transferred or otherwise disposed of except in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting of a legend on certificates representing all of its Purchased Shares Securities to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

Purchase for Own Account. The Purchased Preferred Shares (including, for purposes of this Section 8.6, the Common Shares issuable upon conversion of the Preferred Shares) to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any Preferred Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such Preferred Shares. If such Purchaser should decide to dispose of any Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, such Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at such Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares and the shares of Common Stock issued on conversion thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDACT OR SUCH LAWS."

Purchase for Own Account. The Purchased Shares Securities to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of Americasuch Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares and exercise of its Warrants to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Notes and the Conversion Shares to are being or will be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of the Notes or Conversion Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Notes and Conversion Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, . AS AMENDED (THE "ACT"), AMENDED. OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE EFFECT THAT CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF MAY 28, 1998. A COPY OF SUCH REGISTRATION IS NOT REQUIRED.AGREEMENT MAY BE OBTAINED FROM USi UPON REQUEST"

Purchase for Own Account. The Purchased Shares Securities to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to each Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such Purchaser If any Lender should in the future decide to dispose of any of the Securities, such Lender understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser Each Lender agrees to the imprinting of a legend on certificates representing all of its Purchased Shares the Securities to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.” 6.04 Broker’s, Finder’s or Similar Fees. Except as set forth in Section 2.03 and Schedule 5.20 hereof, there are no brokerage commissions, finder’s fees or similar fees or commissions payable in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with it or any action taken by it.

Purchase for Own Account. (a) The Purchased Shares to be acquired by such the Purchaser pursuant to this Agreement are being acquired for its his own account for investment only, and not with a view to, the Purchaser has no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof. Such If the Purchaser should in the future decide to dispose of any of the Purchased Shares, the Purchaser understands and agrees that such Purchased Shares have not been registered under he may do so only in compliance with this Agreement and with the Securities Act of 1933, as amended (the "Securities Act"), and are "restricted applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities" within . If the meaning Purchaser should decide to dispose of Rule 144 under any Shares, the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law in connection with such disposition to the effect that the proposed disposition of the Shares will not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for such securities that the Purchased Shares cannot be soldit accept, transferred or otherwise disposed of except in compliance with the Securities Act. Such such opinion. (b) The Purchaser agrees to the imprinting of a legend on certificates representing all of its Purchased the Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE TRANSFER OF ANY

Purchase for Own Account. The Purchased Shares to Stock Consideration is being or will be acquired by such Purchaser pursuant to this Agreement are being acquired for its each Target's own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws law of any state. Each Target understands that the United States of America. Such Purchaser understands and agrees that such Purchased Shares have Stock Consideration has not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares canmay not be sold, transferred or otherwise disposed of except other than in compliance with federal and state securities laws, including any applicable exemption thereto. Each Target agrees not to make any disposition of any Stock Consideration unless and until there is an effective registration under the Securities ActAct and applicable state securities laws with respect to such Stock Consideration or such Target shall have provided MiniMed a written opinion of counsel in form and substance reasonably satisfactory to MiniMed that an exemption from such registration is available under the Securities Act and such state securities law. Such Purchaser Each Target agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares the Stock Consideration to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS." Each Target acknowledges that any transfer or other disposition of the Stock Consideration in contravention of this Section 2.29 shall be null and void and MiniMed shall not be required (a) to transfer on its books any such Stock Consideration or (b) to treat as the owner of such Stock Consideration or otherwise to

Purchase for Own Account. The Purchased Preferred Shares and the Warrants (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and exercise of the Warrants) to be acquired by such Purchaser each of the Investors pursuant to this Agreement are being acquired for its own account for investment onlypurposes and with no view toward any "distribution" thereof within the meaning of the Securities Act, and not with a view towithout prejudice, or for sale in connection withhowever, any distribution to the rights of such Purchased Shares Investors at all times to sell or otherwise dispose of all or any part thereof of the Preferred Shares or the Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or pursuant to Article 10 hereof, and subject, nevertheless, to the disposition of the Investors' property being at all times within their control. If any of the Investors should in the future decide to dispose of any transaction of the Preferred Shares, Warrants, the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrant Shares, such Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. If any of the Investors should decide to dispose of the Preferred Shares or Warrants, other than pursuant to the provisions of the Registration Rights Agreement or Article 10 hereof, such Investor, if requested by the Company, will have the obligation in connection with such disposition, at the Investors's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or Warrants would not be in violation of the Securities Act or any applicable state securities laws of the United States of America. Such Purchaser understands and, assuming such opinion is required and agrees that such Purchased Shares have not been registered is otherwise appropriate in form and substance under the Securities Act circumstances, the Company will accept, and are "restricted securities" within the meaning of Rule 144 under the Securities Act and will recommend to any applicable transfer agent or trustee for any such securities that the Purchased Shares cannot be soldit accept, transferred or otherwise disposed of except in compliance with the Securities Actsuch opinion. Such Purchaser agrees The Investors agree to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares and the shares of Common Stock issued on conversion thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "SECURITIES ACT"), ) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE UNITED STATES REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." The Investors agree to the imprinting, so long as required by law, of a legend on the Warrants and the Warrant Shares to the following effect: "THE WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY FOREIGN JURISDICTIONSTATE SECURITIES LAW. THE SECURITIES WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNLESS SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN A TRANSACTION THAT IS EXEMPT FROM REGISTRATION UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDSECURITIES ACT."

Purchase for Own Account. The Purchased Shares Securities to be acquired by such ------------------------ Purchaser pursuant to this Agreement are being or will be acquired for investment for its own account for investment only, and not with a view tono intention of distributing or reselling, or for sale in connection withgranting any participation in, any distribution of such Purchased Shares Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under such laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Securities, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares Securities as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED JANUARY 12, 2000, AMONG SYNAPSE GROUP, INC. (THE "COMPANY") AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. THE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDRECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Common Shares to will be acquired by such the Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state. Such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act. Such The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Common Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE EFFECT RESTRICTIONS, INCLUDING RESTRICTIONS ON OWNERSHIP BY FOREIGN PERSONS, SET FORTH IN THAT CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED DECEMBER 31, 1998 AMONG ORBITAL IMAGING CORPORATION, ORBITAL SCIENCES CORPORATION AND CERTAIN STOCKHOLDERS, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF ORBITAL IMAGING CORPORATION, AND SUCH REGISTRATION IS NOT REQUIREDSECURITIES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF SAID AMENDED AND RESTATED STOCKHOLDERS AGREEMENT."

Purchase for Own Account. (a) The Purchased Shares Preferred Shares, and the shares of Common Stock to be issued upon conversion of the Preferred Shares, are being or will be acquired by such Purchaser pursuant to this Agreement are being acquired ▇▇. ▇▇▇▇▇▇ for its his own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of ▇▇. Such Purchaser ▇▇▇▇▇▇ at all times to sell or otherwise dispose of all or any part of the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of ▇▇. ▇▇▇▇▇▇'▇ property being at all times within ▇▇. ▇▇▇▇▇▇'▇ control. If ▇▇. ▇▇▇▇▇▇ should in the future decide to dispose of any of the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, ▇▇. ▇▇▇▇▇▇ understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except ▇▇. ▇▇▇▇▇▇ may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser ▇▇. ▇▇▇▇▇▇ agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares or the shares of Common Stock to be issued upon conversion of the Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF MAY 28, 1998, AS AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDUPON REQUEST." (b) ▇▇. ▇▇▇▇▇▇'▇ representations in paragraph (a) above are qualified to the extent that ▇▇. ▇▇▇▇▇▇ may create an entity to which he may seek to transfer some or all of his Preferred Shares. ▇▇. ▇▇▇▇▇▇ acknowledges, understands and agrees that such transfer (i) will be subject to the approval of the Stockholders (as defined in the Shareholders' Agreement).

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares in a transaction that does not violate the Securities Act under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser’s property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under it may do so only in compliance with the Stockholders Agreement and the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act applicable state and that the Purchased Shares cannot be soldforeign securities laws, transferred or otherwise disposed of except as then in compliance with the Securities Acteffect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED , 2003, AMONG THE COMPANY TO AND THE EFFECT THAT STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH REGISTRATION IS NOT REQUIREDSECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser Genesis pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of AmericaAmerica or any state, without prejudice, however, to the rights of Genesis at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of Genesis's property being at all times within its control. Such Purchaser If Genesis should in the future decide to dispose of any of such Purchased Shares, Genesis understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser Genesis agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such If any Purchaser should in the future decide to dispose of any of the Purchased Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting of a legend on certificates representing all any of its the Purchased Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Exchanged Shares to are being or will be acquired by such Purchaser pursuant to this Agreement are being acquired for its the Stockholder's own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of such Purchased reselling the Exchanged Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of the Stockholder at all times to sell or otherwise dispose of all or any part of the Exchanged Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of the Stockholder's property being at all times within the Stockholder's control. Such Purchaser If the Stockholder should in the future decide to dispose of any of the Exchanged Shares, the Stockholder understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except Stockholder may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser The Stockholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Exchanged Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONLAWS. THE THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER SUCH THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXCEPTION FROM REGISTRATION IS NOT REQUIREDTHEREUNDER.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of such Purchased reselling the Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If either Purchaser should in the future decide to dispose of any part of the Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Each Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Shares to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLDOFFERED FOR SALE, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares and, in the case of Beacon, the Beacon Warrant to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or, in the case of Beacon, the Beacon Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or, in the case of Beacon, the Beacon Warrant under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser’s property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares or, in the case of Beacon, the Beacon Warrant, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares or, in the case of Beacon, the Beacon Warrant and shares of Common Stock issuable upon conversion of its Purchased Shares or, in the case of Beacon, exercise of the Beacon Warrant to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Notes and Warrants, and the Conversion Shares to and Warrant Shares, are being or will be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of the Notes, Warrants, Conversion Shares or Warrant Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Notes, Warrants, Conversion Shares or Warrant Shares, to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, . AS AMENDED (THE "ACT"), AMENDED. OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE EFFECT THAT CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF MAY 28, 1998. A COPY OF SUCH REGISTRATION IS NOT REQUIRED.AGREEMENT MAY BE OBTAINED FROM USI UPON REQUEST"

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and shares of Voting Common Stock issuable upon conversion of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED JUNE 29, 2000, AMONG THE COMPANY TO AND THE EFFECT THAT STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH REGISTRATION IS NOT REQUIREDSECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Purchase for Own Account. The Purchased Shares New Notes to be acquired by such Purchaser pursuant to this Agreement and the shares of Series B Stock issuable upon conversion of the Original Notes and New Notes are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution reselling the New Notes or shares of such Purchased Shares Series B Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the New Notes and the shares Series B Stock under an effective registration statement under the Act, or under an exemption from such registration available under the Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of the New Notes or shares of Series B Stock, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all the New Notes and shares of its Purchased Shares Series B Stock substantially to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT."

Purchase for Own Account. The Purchased Shares Offered Securities to be acquired by such Purchaser the Investors pursuant to this Agreement are being purchased or will be acquired for its their own account for investment only, respective accounts and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares Offered Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America. Such Purchaser understands and agrees that , or any state, without prejudice, however, to the rights of the Investors at all times to sell or otherwise dispose of all or any part of such Purchased Shares have not been registered Offered Securities under an effective registration statement under the Securities Act and are "restricted securities" within the meaning of Rule 144 Act, or under an exemption from such registration available under the Securities Act Act, and subject, nevertheless, to the disposition of the Investors’ property being at all times within their control. If the Investors should in the future decide to dispose of any of such Offered Security, the Investors understand and agree that the Purchased Shares cannot be sold, transferred or otherwise disposed of except they may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees The Investors agree to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares their Offered Securities to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR ANY FOREIGN JURISDICTION. THE SECURITIES RESALE, AND MAY NOT BE SOLD, TRANSFERRED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SUCH THE SECURITIES ACT OR OF 1933, AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY IT, TO THE EFFECT THAT SUCH REGISTRATION IS REGISTRATIONS ARE NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF NOVEMBER 14, 2002, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN AND THE CERTIFICATE OF INCORPORATION, COPIES OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT AND THE CERTIFICATE OF INCORPORATION.

Purchase for Own Account. The Purchased Company Common Shares to be acquired by such Purchaser the Contributing Shareholder pursuant to this Agreement are being or will be acquired for his or its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Company Common Shares or any part thereof in any transaction that would be in violation ▇▇▇▇▇ tion of the securities laws of the United States of America, or any state, without pre ▇▇▇▇▇▇, however, to the rights of the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of such Company Common Shares under an effective registration statement under the Securities Act, or under an exemption from such regis tration available under the Securities Act, and subject, nevertheless, to the disposition of the Contributing Shareholder's property being at all times within its control. Such Purchaser If the Contributing Shareholder should in the future decide to dispose of any of such Company Common Shares, the Contributing Shareholder understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred he or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser The Contributing Shareholder agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Company Common Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Preferred Shares (including, for purposes of this Section 6.5, the Class A Common Stock issuable upon conversion of the Preferred Shares) to be acquired by such the Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of the Purchaser's property being at all times within its control. Such If the Purchaser should in the future decide to dispose of any of the Preferred Shares, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect, and that stop- transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. Such If the Purchaser should decide to dispose of the Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares and the shares of Class A Common Stock issued on conversion thereof to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDACT OR SUCH LAWS."

Purchase for Own Account. The Purchased Shares to be Convertible Notes and the Units hereby acquired by such Purchaser pursuant to this Agreement are being acquired for its Purchaser’s own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof securities in any transaction that would be in violation of the securities laws of the United States of AmericaAmerica or any state, without prejudice. Such If Purchaser should in the future decide to dispose of the Convertible Notes or any of the Units, Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend legends on the Convertible Notes, the certificates representing all of its Purchased the Series E Preferred Stock and Warrants, and, upon conversion, on the Conversion Shares to the following effectand Warrant Shares, as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares and the Warrants (and, if applicable, the Additional Warrants) to be acquired purchased by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares, Warrants, Additional Warrants or Underlying Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares, Warrants, Additional Warrants or Underlying Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser’s property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, Warrants, Additional Warrants or Underlying Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares Shares, Warrants, Additional Warrants and Underlying Shares, to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares Bonds to be acquired by such Purchaser the Purchasers pursuant to this Agreement are being acquired for its their own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of such Purchased Shares reselling said Bonds or any part thereof in any transaction that would be in violation of the securities laws of the United States of America. Such Purchaser understands and agrees that , or any state thereof, without prejudice, however, to the rights of such Purchased Shares have not been registered Purchasers at all times to sell or otherwise dispose of all or any part of said Bonds under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act and are "restricted securities" subject, nevertheless, to the disposition of the Purchasers' property being at all times within their control. If the meaning Purchasers should in the future decide to dispose of Rule 144 under any of the Securities Act Bonds, such Purchasers understand and agree that the Purchased Shares cannot be sold, transferred or otherwise disposed of except they may do so only in compliance with the Securities Act. Such Purchaser agrees Act and applicable state securities laws, as then in effect, and that stop- transfer instructions to that effect, where applicable, will be in effect with respect to the imprinting Bonds. The Purchasers agree to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares the principal amount of the Bonds to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS."

Purchase for Own Account. The Purchased Preferred Shares (including, for ------------------------ purposes of this Section 8.6, the Common Shares issuable upon conversion of the Preferred Shares) to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any Preferred Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such Preferred Shares. If such Purchaser should decide to dispose of any Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, such Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at such Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares and the shares of Common Stock issued on conversion thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDACT OR SUCH LAWS."

Purchase for Own Account. The Purchased Shares Shares, the Warrants and the shares of common stock to be acquired by such Purchaser pursuant to this Agreement issued upon conversion or exercise thereof are being or will be acquired for its the Purchaser's own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the Securities Act or the securities laws of any state, without prejudice, however, to the United States rights of Americathe Purchaser at all times to sell or otherwise dispose of all or any part of its Shares, the Warrants or its shares of common stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act. Such If the Purchaser should in the future decide to dispose of any of its Shares, the Warrants or its shares of common stock issued upon the exercise or conversion thereof, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state secur ties laws as then in effect. Such The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares Shares, the Warrants and its shares of common stock to be issued upon conversion or exercise thereof to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Shares to be acquired by ------------------------ such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction. Such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act Act; and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting of a legend on certificates representing all of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

Purchase for Own Account. The Purchased Shares Shares, the Warrants and the shares of Common Stock to be acquired by such Purchaser pursuant to this Agreement issued upon conversion or exercise thereof are being or will be acquired for its the Purchaser's own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the Securities Act or the securities laws of any state, without prejudice, however, to the United States rights of Americathe Purchaser at all times to sell or otherwise dispose of all or any part of its Shares, the Warrants or its shares of Common Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act. Such If the Purchaser should in the future decide to dispose of any of its Shares, the Warrants or its shares of Common Stock issued upon the exercise or conversion thereof, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws as then in effect. Such The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares Shares, the Warrants and its shares of Common Stock to be issued upon conversion or exercise thereof to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Shares to be are being acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of AmericaAmerica or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective Registration Statement under the Securities Act or under an exemption from said registration available under the Securities Act. Such Purchaser understands and agrees that if such Purchaser should in the future decide to dispose of any Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be soldShares, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of its such Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLDOFFERED FOR SALE, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of Americasuch Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act. Such If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and shares of Unrestricted Common Stock issuable upon conversion of its Purchased Shares, as required by Section 151(f) of the Delaware General Corporation Law, as necessary to reflect restrictions arising under the New Certificate of Incorporation, the Transaction Documents and to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased (a) Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (b) Purchaser is acquiring the Shares to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view totoward, or for sale in connection with, any distribution thereof, nor with any present intention of such Purchased Shares distributing or any part thereof in any transaction that would be in violation of selling the securities laws of the United States of AmericaShares. Such Purchaser understands and agrees that such Purchased the Shares have may not been registered be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and are "restricted securities" within any applicable state securities laws, except pursuant to an exemption from such registration under such Laws. (c) Purchaser is able to bear the meaning economic risk of Rule 144 under holding the Securities Act Shares for an indefinite period, including a complete loss of its investment in the Shares, and has knowledge and experience in financial and business matters such that it is capable of evaluating the Purchased Shares cannot risks of an investment in the Shares. (d) Purchaser is, and, assuming the accuracy of the representations and warranties set forth in Article IV, immediately following the Closing, the Company and the Company Subsidiaries shall, on a consolidated basis, be, solvent and shall (i) be sold, transferred or otherwise disposed able to pay their debts as they become due and (ii) have adequate capital to carry on its business. No transfer of except property is being made and no obligation is being incurred in compliance connection with the Securities Acttransactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Purchaser or any of the Acquired Companies. Such In connection with the transactions contemplated hereby, Purchaser agrees has not incurred, nor plans to the imprinting of a legend on certificates representing all of incur, debts beyond its Purchased Shares ability to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDpay as they become absolute and matured.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement Securities are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof Securities in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction, without prejudice, however, to the rights of Investor at all times to sell or otherwise dispose of all or any part of such Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of Investor’s property being at all times within its control. Such Purchaser If Investor should in the future decide to dispose of any of such Securities, Investor understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state and foreign securities laws, as then in effect. Such Purchaser Investor agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares Securities, to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.”

Purchase for Own Account. The Purchased Transferred Shares to be acquired by such Purchaser Seller pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Transferred Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of Seller at all times to sell or otherwise dispose of all or any part of such Transferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of Seller's property being at all times within its control. Such Purchaser If Seller should in the future decide to dispose of any of such Transferred Shares, Seller understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser Seller agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Transferred Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares Securities to be acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the Securities, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such If the Purchaser should in the future decide to dispose of any of the Securities, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting of a legend on certificates representing all of its Purchased Shares the Securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Shares Series B Preferred Stock and the ------------------------ Common Stock to be issued upon conversion of the Series B Preferred Stock, are being or will be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of the Series B Preferred Stock or the shares of Common Stock issuable upon conversion of the Series B Preferred Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control, except as restricted by the Shareholders' Agreement. Such If such Purchaser should in the future decide to dispose of any of the Series B Preferred Stock or the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares the Series B Preferred Stock or the shares of Common Stock to be issued upon conversion of the Series B Preferred Stock to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 21, 1997, AS MAY BE AMENDED FROM TIME TO TIME, AND SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. SUCH AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AND A COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDHOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE SHAREHOLDER."

Purchase for Own Account. The Purchased Shares and the Warrants to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. Such If such Purchaser should in the future decide to dispose of any of the Securities, such Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares the Securities substantially to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY THE ACT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE ENTITLED TO THE COMPANY BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG INTEGRA LIFESCIENCES CORPORATION AND THE ORIGINAL PURCHASERS OF THE PREFERRED STOCK REPRESENTED HEREBY. TRANSFEREES OF SUCH SECURITIES SHOULD REVIEW SUCH AGREEMENT TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDDETERMINE THEIR RIGHTS."

Purchase for Own Account. The Purchased Shares to Common Shares, will be acquired by such Purchaser pursuant to this Agreement are being acquired for its NUI’s own account for investment only, and not with a view to, to the distribution or for sale in connection with, any distribution resale of such the Purchased Common Shares or any part thereof thereof. If NUI should in the future decide to dispose of any transaction that would be in violation of the securities laws of the United States of America. Such Purchaser Purchased Common Shares, it understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser NUI agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Common Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT")”) OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED (EACH A “TRANSFER”) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SUCH THE SECURITIES ACT OR AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS EXLSERVICE HOLDINGS, INC. HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY IT, TO THE EFFECT THAT SUCH REGISTRATION IS REGISTRATIONS ARE NOT REQUIRED. THE TRANSFER AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF A CERTAIN STOCKHOLDERS’ AGREEMENT, DATED AS OF NOVEMBER 14, 2002, AND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXLSERVICE HOLDINGS, INC., COPIES OF WHICH MAY BE INSPECTED AT EXLSERVICE HOLDINGS, INC.’S PRINCIPAL OFFICE. EXLSERVICE HOLDINGS, INC. WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON ITS BOOKS UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF A CERTAIN STOCKHOLDERS’ AGREEMENT, DATED AS OF NOVEMBER 14, 2002, AND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXLSERVICE HOLDINGS, INC.

Purchase for Own Account. The Purchased Shares shares of Common Stock of Buyer, if any, to be acquired by such Purchaser Seller as part of the Purchase Price pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of Seller at all times to sell or otherwise dispose of all or any part of such securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act of 1933, as amended (the "Securities Act"), and subject, nevertheless, to the disposition of Seller's property being at all times within its control. Such Purchaser If Seller should in the future decide to dispose of any of such shares of Common Stock, Seller understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser Seller agrees to the imprinting imprinting, so long as required by law of a legend on certificates representing all of its Purchased Shares such shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS SUPPORTED BY A WRITTEN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. Seller understands that any shares of Common Stock of Buyer issued to it will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to Section 4(2) of the Securities Act and that the reliance of Buyer on such exemption is predicated in part on the representations of Seller set forth herein. Seller represents that it is experienced in evaluating companies such as Buyer, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment. Seller further represents that it has had the opportunity to ask questions of and receive answers from executive officers of Buyer concerning the terms and conditions of the offering and to obtain additional information to the satisfaction of Seller. Seller is an "accredited investor as that term is defined by Rule 501 of Regulation D promulgated under the Securities Act. Buyer acknowledges and agrees that, subject to receipt by Buyer of an opinion of counsel of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. that the applicable transfer may be made without registration under the securities laws of the United States of America or any state and will not cause the initial issuance of the Common Stock to Seller to have been made in violation of the securities laws of the United States of America or any state, any one or more of the following transfers of such shares of Common Stock may be made: (a) Seller may transfer shares to one or more shareholders of Seller ("Shareholder") pursuant to a complete redemption of such Shareholder's stock in Seller and/or a payment on Seller's indebtedness owed to such Shareholder; (b) Seller or a Shareholder may transfer shares to a direct or indirect 80%-or-more-owned subsidiary of Seller or such Shareholder (and thereafter such subsidiary may retransfer such shares to Seller or such Shareholder); (c) a Shareholder may transfer shares to one or more of its shareholders.

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being acquired by the Purchaser for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of AmericaAmerica or any state, without prejudice, however, to the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act or under an exemption from said registration available under the Securities Act. Such The Purchaser understands and agrees that such if the Purchaser should in the future decide to dispose of any Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be soldShares, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on all certificates representing all of its such Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLDOFFERED FOR SALE, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Shares Purchaser is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act. The Note to be acquired by such Purchaser it pursuant to this Agreement are is being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares security or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the Note, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such If the Purchaser should in the future decide to dispose of any part of such securities, it understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting of a legend on certificates representing all of its Purchased Shares such securities to the following effect: THE SECURITIES REPRESENTED BY “THIS CERTIFICATE HAVE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.”

Purchase for Own Account. The Purchased Shares Common Stock being acquired by the Lender pursuant to the amendments of the Agreement contained in this Amendment or pursuant to any exercise of the Warrant is being or will be acquired by such Purchaser pursuant to this Agreement are being acquired for its investment for the Lender's own account for investment only, and not with a view tono intention of distributing or reselling, or for sale in connection withgranting any participation in, any distribution of such Purchased Shares shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of the Lender at all times to sell or otherwise dispose of all or any part of such shares under an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or under an exemption from such registration available under such laws, and subject, nevertheless, to the disposition of it's property being at all times within the Lender's control. Such Purchaser If the Lender should in the future decide to dispose of any of such shares, it understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Shares such shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Borrower will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYNAPSE GROUP, INC. (THE COMPANY TO "COMPANY"), IF REQUESTED BY THE EFFECT COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.

Purchase for Own Account. The Purchased Investor Shares to will be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment onlyfor the Investor's own account, not as a nominee or agent, and not with a view toto the resale or distribution of any part thereof, and the Investor has no present intention of selling, granting any participation in, or for sale in connection withotherwise distributing the same. The Investor does not have any contract, undertaking, agreement, or arrangement with any distribution of person to sell, transfer, or grant participations to such Purchased Shares person or to any part thereof in third person, with respect to any transaction that would be in violation of the Investor Shares. The Investor understands that the Investor Shares are characterized as "restricted securities" under the federal securities laws of inasmuch as they are being acquired from the United States of America. Such Purchaser understands Company in a transaction not involving a public offering and agrees that under such Purchased Shares have not been registered laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended ("Act"), only in certain limited circumstances. The Investor is familiar with Securities and are "restricted securities" within the meaning of Exchange Commission Rule 144 ("Rule 144"), as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Investor understands that it cannot make any disposition of all or any portion of the Investor Shares unless there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or it shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, he shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. The Investor understands that the Purchased certificates evidencing the Investor Shares cannot be sold, transferred or otherwise disposed of except in compliance with shall bear the Securities Act. Such Purchaser agrees to the imprinting of a legend on certificates representing all of its Purchased Shares to the following effectlegends set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED AS OF JUNE 1, 1999 BETWEEN THE COMPANY AND THE HOLDER (A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY) AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IN ACCORDANCE THEREWITH. 3.6. Accredited Investor Status. The Investor is an "accredited investor" within the meaning of Rule 501(a) of Regulation D, promulgated under the Act.

Purchase for Own Account. The Purchased Shares to be acquired by such the Purchaser pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of the Purchaser's property being at all times within its control. Such If the Purchaser should in the future decide to dispose of any of the Securities, the Purchaser understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTIONSTATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.COUNSEL

Purchase for Own Account. The Purchased WSDF Note and/or the Shares to be ------------------------ acquired by such Purchaser it pursuant to this Agreement are being or will be acquired for its own account for investment only, and not with a view to, no intention of distributing or for sale in connection with, any distribution of reselling such Purchased Shares security or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the WSDF Note or the Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control. Such Purchaser If it should in the future decide to dispose of all or any portion of the WSDF Note or the Shares, it understands and agrees that such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except it may do so only in compliance with the Securities ActAct and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting of a legend on certificates representing all of its Purchased the WSDF Note and the Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES AND MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Purchase for Own Account. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America. Such Purchaser understands and agrees that such Purchased Shares the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon such Purchaser's investment intention. In this connection, such Purchaser hereby represents that it is purchasing Securities for its own account for investment and are "restricted securities" not with a view toward the resale or distribution to others or for resale in connection with any distribution or public offering (within the meaning of the Securities Act), nor with any present intention of distributing or selling the same and such Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation or commitment providing for the disposition thereof. Such Purchaser was not formed for the purpose of purchasing the Securities. Notwithstanding the foregoing, the disposition of such Purchaser's property shall be at all times within such Purchaser's own control, and such Purchaser's right to sell or otherwise dispose of all or any part of the Securities, including without limitation pursuant to any registration contemplated by the Registration Rights Agreement, shall not be prejudiced; provided that such Purchaser complies with applicable securities laws. Nothing herein shall prevent the distribution of any Securities to any member, partner or stockholder, former member, partner, or stockholder of such Purchaser in compliance with the Securities Act and applicable state securities laws. Holding Period. Such Purchaser understands that the Securities are subject to significant limitations on resale under applicable securities laws. Such Purchaser understands that reliance upon Rule 144 under the Securities Act for resales of the Securities requires, among other conditions, a one-year holding period prior to the resale (such resale after such one year holding period being further subject to sales volume limitations). Such Purchaser understands and hereby acknowledges that the Purchased Shares cannot be sold, transferred or otherwise disposed Company is under no obligation to register any of except in compliance with the Securities under the Securities Act. Such Purchaser agrees to , any applicable state securities or "blue sky" laws or any applicable foreign securities laws, except as set forth in the imprinting of a legend on certificates representing all of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDRegistration Rights Agreement.

Purchase for Own Account. The Purchased Preferred Shares and the Warrants (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and exercise of the Warrants) to be acquired by such Purchaser each of the Investors pursuant to this Investment Agreement are being acquired for its own account for investment onlypurposes and with no view toward any "distribution" thereof within the meaning of the Securities Act, and not with a view towithout prejudice, or for sale in connection withhowever, any distribution to the rights of such Purchased Shares Investors at all times to sell or otherwise dispose of all or any part thereof of the Preferred Shares or the Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or pursuant to Article 10 hereof, and subject, nevertheless, to the disposition of the Investors' property being at all times within their control. If any of the Investors should in the future decide to dispose of any transaction of the Preferred Shares, Warrants, the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrant Shares, such Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. If any of the Investors should decide to dispose of the Preferred Shares or Warrants, other than pursuant to the provisions of the Registration Rights Agreement or Article 10 hereof, such Investor, if requested by the Company, will have the obligation in connection with such disposition, at the Investor's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or Warrants would not be in violation of the Securities Act or any applicable state securities laws of the United States of America. Such Purchaser understands and, assuming such opinion is required and agrees that such Purchased Shares have not been registered is otherwise appropriate in form and substance under the Securities Act circumstances, the Company will accept, and are "restricted securities" within the meaning of Rule 144 under the Securities Act and will recommend to any applicable transfer agent or trustee for any such securities that the Purchased Shares cannot be soldit accept, transferred or otherwise disposed of except in compliance with the Securities Actsuch opinion. Such Purchaser agrees The Investors agree to the imprinting imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares and the shares of Common Stock issued on conversion thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "SECURITIES ACT"), ) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE UNITED STATES REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." The Investors agree to the imprinting, so long as required by law, of a legend on the Warrants and the Warrant Shares to the following effect: "THE WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY FOREIGN JURISDICTIONSTATE SECURITIES LAW. THE SECURITIES WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNLESS SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN A TRANSACTION THAT IS EXEMPT FROM REGISTRATION UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDSECURITIES ACT."