Common use of Restrictions Clause in Contracts

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Subject to this Section 1.2, Section 1.11, Section 2.2, Section 3.6 and Section 4.2 below, each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, Section 1.11, Section 1.13, Section 2.2, Section 3.5, Section 3.6, and Section 4, provided and to the extent such Section is Sections are then applicable, and all obligations and duties of the Holder from whom such transfer is being made with respect to any rights of such transferor under this Agreement that are being assigned to such transferee, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, statement or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate Affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate Affiliate and all cases enumerated in clauses (A) – — (EC) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares or Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Shares or Registrable Securities Securities, as applicable, shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) . THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company . (d) In no event shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon transfer any of such Holder’s Shares or Registrable Securities or any of its rights and duties under this Agreement to any Person or entity that is directly or indirectly a supplier, customer or competitor of the termination Company or any of the Company’s subsidiaries; provided, that a Holder may, subject to the other provisions of this AgreementSection 1.2 and Sections 1.11, 2.2, 3.6 and 4.2, transfer Shares or Registrable Securities to any Affiliate of such Holder or (i) in the case of a Holder which is a partnership, to a partner or former or retired partner of such partnership in accordance with partnership interests or (ii) in the case of a Holder who is a limited liability company, to a member or former member retired member in accordance with their interest in the limited liability company.

Restrictions. (a) Each Holder agrees not to make any disposition If CTI determines that the Novuspharma Shareholder is an affiliate of all or any portion CTI following the Effective Time (as the term “affiliate” is used for purposes of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a registration statement Rule 145 under the Securities Act covering of 1933, as amended), CTI will give stop transfer instructions to its transfer agent with respect to any shares of CTI Common Stock that are issued to such proposed disposition Novuspharma Shareholder, and there will be placed on the certificates representing such disposition is made in accordance with such registration statementshares of CTI Common Stock, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with any substitutions therefor, a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a legend stating in substance: “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND HAVE NOT BEEN REGISTERED MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL OR OTHER EVIDENCE COUNSEL, REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY ISSUER IN FORM AND ITS COUNSEL SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION IS NOT REQUIREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED.” (b) The legend set forth above will be removed (by delivery of a substitute certificate without such legend), and CTI shall so instruct its transfer agent, if the Novuspharma Shareholder delivers to CTI (i) satisfactory written evidence that the shares evidenced thereby have been sold in compliance with Rule 145 (in which case, the substitute certificate shall be issued in the name of the transferee), or (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel counsel, in form and substance reasonably acceptable satisfactory to the Company CTI, to the effect that public sale of the securities proposed shares evidenced thereby by the holder thereof is no longer subject to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementRule 145.

Restrictions. Unless as otherwise permitted under any other contract between PRG and Strategic II, Strategic II agrees that if it should resell or otherwise transfer the Shares it will do so only: (a) Each Holder agrees not to make PRG, any disposition affiliate thereof, or as specified in Section 4.10 hereof; (b) to an accredited investor, including to any affiliate of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2Strategic II, provided and that, prior to the extent such Section is then applicabletransfer, furnishes to PRG a signed letter containing representations and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory agreements relating to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in of the following forms (in addition Shares reasonably acceptable to any legend required under applicable state securities lawsPRG and, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933if PRG requests, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company PRG to the effect that the securities proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (c) pursuant to another available exemption from registration provided under the Securities Act, if available, provided that the representations and agreements and opinion described in (b) above are delivered, if requested by PRG; or (d) pursuant to a registration statement which has been declared effective under the Securities Act and which continues to be disposed effective at the time of may lawfully be disposed such transfer. Strategic II agrees that it will give each person to whom it transfers such Shares notice of without registrationany restrictions on transfer of such Shares, qualification or legendif then applicable. The Company Strategic II acknowledges that PRG will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agrees that if any of the acknowledgements, representations, warranties and agreements deemed to have been made by it by its purchase of the Shares are no longer accurate, it shall promptly reissue a certificate without notify PRG. Strategic II acknowledges that none of PRG, the legend referenced in clause (b)(ii) above at Sellers or any person representing PRG or the request Sellers has made any representation to it with respect to PRG or the offering or sale of any Holder Shares, other than the information contained in the Offering Documents, which Offering Documents have been delivered to it and upon which it is making its investment decision with respect to the termination of this AgreementShares.

Restrictions. (a) Each Holder agrees not The holder of this Warrant, by acceptance hereof, both with respect to make any disposition of all or any portion the Warrant and the Shares to be issuable upon exercise of the Registrable Securities Warrant (unless and until the transferee has agreed in writing for the benefit of the Company issued pursuant to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a an effective registration statement under the Securities Act), represents and warrants as follows: (b) The holder hereof has been advised and understands that the Warrant and the Shares have not been registered under the Securities Act covering such proposed disposition and such disposition is made in accordance with the Warrant and/or the Shares must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration statementis available; except as set forth herein, or (ii) such Holder shall have notified the Company of is under no obligation, except as set forth in paragraph 9 hereof, to register the proposed disposition and shall have furnished Warrant and/or the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration Shares under the Securities Act, (B) a “no action” letter from ; in the SEC to the effect that the proposed sale, pledge, or transfer absence of such Registrable Securities without registration will not result in a recommendation by the staff registration, sale of the SEC that action Warrant or Shares may be taken with respect theretoimpracticable; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or Company's registrar and transfer agent will maintain stop-transfer orders against registration of transfer of the Registrable Securities may Warrant and the Shares; and the certificates to be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities issued for any Shares will bear on their face a legend in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED ( THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR PLEDGED SOLD IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION OR UNLESS OTHER COMPLIANCE UNDER THE COMPANY RECEIVES SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO-ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY ISSUER AND ITS COUNSEL TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYSTATE STATUTES. (c) The Company shall promptly reissue unlegended certificates at may refuse to transfer the request of any Holder Warrant and/or the Shares unless the holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained provides an opinion of legal counsel reasonably acceptable satisfactory to the Company or a "no-action" or interpretive response from the Securities and Exchange Commission to the effect that the securities proposed transfer is proper; further, unless such letter or opinion states that the Warrant and/or Shares are free from any restrictions under the Securities Act, the Company may refuse to be disposed of may lawfully be disposed of without registration, qualification transfer the Warrant and/or the Shares to any transferee who does not furnish in writing to the Company the same representations and agree to the same conditions with respect to such Warrant or legendShares if any set forth herein. The Company shall promptly reissue a certificate without may also refuse to transfer the legend referenced in clause (b)(ii) above at Warrant or Shares if any circumstance is present reasonably indicating that the request of any Holder upon the termination of this Agreementtransferee's representations are not accurate.

Restrictions. The holder of this Option, by acceptance hereof, represents, warrants and covenants as follows: (a) Each Holder agrees This Option and the right to purchase the Common Shares is personal to the holder and shall not be transferred to make any disposition other person, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may, at any time and from time to time, transfer all or any portion part of his rights under this Option and the Registrable Securities unless and until right to purchase the transferee has agreed in writing Common Shares to his spouse or children, or to a trust created by the Optionee for the benefit of the Company Optionee or his immediate family or to be bound a corporation or other entity controlled by this Section 1.2, provided the Optionee and to in which the extent such Section is then applicable, and (i) 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, Optionee or (ii) such Holder shall members of his immediate family have notified the Company all of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership economic interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each The Company may postpone the issuance and delivery of Common Shares upon any exercise of the Option until (a) the admission of such Common shares to listing on any stock exchange or exchanges on which Common Shares of the Company of the same class are then listed and (b) the completion of such registration or other qualification of such Common Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable. The Optionee shall make such representations and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company, in light of the then existence or non-existence with respect to such Common Shares of an effective Registration Statement under the Securities Act of 1933, as amended, to issue the Common Shares in compliance with the provisions of that or any comparable act. (c) The Company may cause the following legend to be set forth on each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents Common Shares or any other agreement between security issued or issuable upon exercise of the Option unless counsel for the Company and is of the Holder thereof): (i) opinion as to any such certificate that such legend is unnecessary: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE "ACT"), AND MAY NOT BE SOLDOFFERED FOR SALE, TRANSFERREDSOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY AVAILABILITY OF WHICH IS ON FILE WITH THE SECRETARY OF ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. The Holder agrees not to make any disposition offer, sell or otherwise dispose of all this Warrant or any portion Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Registrable Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless and until registered under the transferee has agreed in writing for the benefit of the Company to Act) shall be bound by this Section 1.2, provided and to the extent such Section is then applicable, and stamped or imprinted with a customary restricted securities legend. The Holder further represents as follows: (i) there The Holder is then an “accredited investor” as defined in effect Rule 501(a) of Regulation D under the Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Act; provided, however, that, subject to Section 4(a)(ii), the Holder may transfer this Warrant to other any FINRA member firms participating in the offering and the officers or partners thereof. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration statement under the Securities Act covering such proposed disposition and such disposition only in certain limited circumstances. In addition, the Holder represents that it is made in accordance familiar with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration Rule 144 under the Securities Act, (B) a “no action” letter from as presently in effect, and understands the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation resale limitations imposed thereby and by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (biii) Each certificate representing Registrable Securities shall be stamped The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or otherwise imprinted with legends substantially business matters that it is capable of evaluating the merits and risks of the investment in the following forms (in addition Warrant and the Warrant Shares. The Holder has had an opportunity to any legend required under applicable state securities lawsask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities [The following provision shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates omitted at the request of any Holder thereof if such transfer is Purchaser made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company prior to issuance of the Warrant] The holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1.1(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 9.90% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Shares or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1.1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by holder that the securities proposed Company is not representing to holder that such calculation is in compliance with Section 13(d) of the Exchange Act and holder is solely responsible for any schedules required to be disposed filed in accordance therewith. To the extent that the limitation contained in this Section 1.1(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such holder, and the submission of a Notice of Exercise shall be deemed to be such holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 1.1(c), in determining the number of outstanding shares of Common Stock, the holder may lawfully rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the holder, the Company shall within two Trading Days confirm orally and in writing to the holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be disposed determined after giving effect to the conversion or exercise of without registrationsecurities of the Company, qualification including this Warrant, by the holder or legendits affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The Company shall promptly reissue a certificate without provisions of this Section 1.1(c) may be waived by the legend referenced in clause (b)(ii) above holder, at the request election of any Holder the holder, upon not less than 61 days’ prior notice to the termination Company, and the provisions of this AgreementSection 1.1(c) shall continue to apply until such 61st day (or such later date, as determined by the holder, as may be specified in such notice of waiver).

Restrictions. (a) Each Holder agrees ON You agree that the Option Shares may not be sold, RESALE transferred, pledged or otherwise disposed of until the repurchase rights with respect to those Option Shares expire. By signing this Agreement, you agree not to make sell any disposition of all Option Shares at a time when applicable laws, regulations or any portion of Company or underwriter trading policies prohibit a sale. You represent and agree that the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company Option Shares to be bound by acquired upon exercising this Section 1.2Option will be acquired for investment, provided and not with a view to the extent such Section sale or distribution thereof. In the event that the sale of Option Shares under the Plan is then applicable, and (i) there is then in effect a registration statement not registered under the Securities Act covering of 1933, as amended, but an exemption is available which requires an investment representation or other representation, you shall represent and agree at the time of exercise that the Option Shares being acquired upon exercising this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such proposed disposition other representations as are deemed necessary or appropriate by the Company and such disposition is made in accordance with such registration statementits counsel. THE COMPANY'S In the event that you propose to sell, pledge or otherwise RIGHT OF FIRST transfer to a third party any Option Shares acquired REFUSAL under this Agreement, or (ii) any interest in such Holder Option Shares, the Company shall have notified the "Right of First Refusal" with respect to all (and not less than all) of such Option Shares. If you desire to transfer Option Shares acquired under this Agreement, you must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Option Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed disposition transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Option Shares. The Company shall have furnished the right to purchase all, and not less than all, of the Option Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in whole or in part. If the Company with a detailed statement fails to exercise is Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than 90 days following receipt of the circumstances surrounding the proposed disposition, and, if reasonably requested Transfer Notice by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) conclude a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities Option Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different form those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Option Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Option Shares was to be effected without registration made in a form other than lawful money paid at the time of transfer, the Company shall have the Option of paying for the Option Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.* The Company's Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Option Shares. The Company's Right of First Refusal shall terminate in the event that the Company's Common Stock is listed on an established stock exchange or is quoted regularly on the Nasdaq National Market. RIGHT OF Following termination of your Service for any reason, the REPURCHASE Company shall have the right to repurchase all of those unvested Option Shares that you have or will acquire under this Option. If the Securities ActCompany fails to provide you with written notice of its intention to purchase such Option Shares before or within 30 days of the date the Company receives written notice from you of your termination of Service, whereupon the Holder Company's right to purchase such Option Shares shall terminate. If the Company exercises its right to purchase such Option Shares, the Company will consummate the purchase of such Restricted Securities Option Shares within 60 days of the date of its written notice to you. The purchase price for any Option Shares repurchased shall be entitled equal to sell, pledgethe Exercise Price for those Option Shares ($.20 per share) and shall be paid in cash, or transfer such Restricted Securities in accordance with the terms by cancellation of the notice given all or a portion of any indebtedness owed by the Holder you to the Company. Notwithstanding To secure its repurchase right, the foregoingCompany shall retain the certificates representing Option Shares until such time as the repurchase rights expire as provided herein. Upon any exercise of repurchase rights, no such registration statement, opinion of counsel or “no action” letter the Company shall be necessary authorized to transfer or cancel the Option Shares so repurchased without any further actions of you. TRANSFER OF OPTION Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a transfer loan. If you attempt to an affiliate do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or designate a beneficiary. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual's interest in your Option in any other way. RETENTION RIGHTS Neither your Option nor this Agreement give you the right to be retained by the Company (or any subsidiaries) in any capacity. The Company (and any subsidiaries) reserve the right to terminate your Service at any time for any reason. SHAREHOLDER RIGHTS You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for the shares of the Company's Common Stock acquired upon exercise of this Option has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. ADJUSTMENTS On the event of a Holder stock split, a stock dividend or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest similar change in the limited liability companyoutstanding Common Stock of the Company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) number of shares of the Company's Common Stock covered by this Option and the exercise price per share may be adjusted pursuant to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is Plan. Your Option shall be subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the agreement of merger, liquidation or reorganization in the event the Company making a notation on its records and giving instructions is subject to any transfer agent of the Restricted Securities such corporate activity. AMENDMENTS AND This Agreement may be amended in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDwriting signed by both ADMINISTRATION parties. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder Committee shall have obtained an opinion of counsel reasonably acceptable the sole discretion to the Company interpret and administer this Agreement and to the effect that the securities proposed adopt rules and policies to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of administer and enforce this Agreement.

Restrictions. Lender understands that Common Stock issued or to-be-issued hereunder (athe "SECURITIES") Each Holder agrees not will be issued without registration pursuant to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition of 1933, as amended (the "1933 Act") and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions pursuant to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, in each case in reliance upon an exemption from the Company’s charter documents registration requirements of the Act and such state securities laws. As a result, Lender understands that any document or certificate evidencing any other agreement between of the Company and the Holder thereof): (i) Securities may contain a restrictive legend substantially as follows: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN WERE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERREDAMENDED (THE "1933 ACT"), OR PLEDGED IN OTHER APPLICABLE STATE SECURITIES LAWS. NO TRANSFER OR SALE OF THESE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ABSENCE OF SUCH REGISTRATION OR 1933 ACT AND SAID STATE SECURITIES LAWS COVERING SAID SECURITIES UNLESS THE COMPANY RECEIVES ISSUER HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL IT THAT SUCH TRANSFER OR SALE DOES NOT REQUIRE REGISTRATION IS NOT REQUIRED. (ii) UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request 1933 ACT OR SAID STATE SECURITIES LAWS. Lender further agrees that if any transfer or distribution of any Holder thereof if such transfer Securities is proposed to be made otherwise than pursuant to SEC Rule 144 or registration under the Holder 1933 Act and applicable state securities laws, such action shall have obtained be taken only after submission to the Company of an opinion of counsel counsel, reasonably acceptable satisfactory in form and substance to the Company Company's counsel, to the effect that the proposed transfer or distribution will not be in violation of the Act or of applicable state securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementlaws.

Restrictions. (a) Each Holder Investor understands and agrees that the Securities it will be acquiring have not been registered under the Securities Act, and that accordingly they will not be transferable except as permitted under various exemptions contained in the Securities Act, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act. Each Investor acknowledges that it must bear the economic risk of its investment in the Securities for an indefinite period of time since they have not been registered under the Securities Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available. (b) Each Investor represents and warrants to make the Company that it is acquiring the Securities it has agreed to purchase for investment purposes only, for its own account, and not as nominee or agent for any disposition other Person, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of all the Securities Act. (c) Each Investor agrees with the Company as follows: i) The certificates evidencing the Securities it has agreed to purchase, and each certificate issued in transfer thereof, will bear the following legend: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, or any portion state securities laws and may not be sold or transferred unless there is an effective registration statement under such Act and any applicable state securities laws covering such securities or the Corporation receives an opinion of the Registrable Securities unless counsel (which counsel and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and opinion are reasonably satisfactory to the extent Corporation) stating that such Section sale or transfer is then applicableexempt from the registration and prospectus delivery requirements of such Act." ii) The certificates representing such Securities, and (ieach certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law. iii) there is then in effect Absent a registration statement under the Securities Act covering such proposed the disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished Securities which such Investor acquires, such Investor will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of the Securities without first providing the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, counsel (which counsel and opinion are reasonably satisfactory to the Company, ) stating that such disposition will not require is exempt from the registration under and prospectus delivery requirements of the Securities Act, Act and has been registered or qualified under (B) a “no action” letter or is exempt from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (Cand qualification requirements of) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder applicable state securities laws. iv) Such Investor consents to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company 's making a notation on its records and or giving instructions to any transfer agent of the Restricted Securities Common Stock, Preferred Stock or Convertible Promissory Notes in order to implement the restrictions on transfer established of the Securities set forth in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. paragraph (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement).

Restrictions. (a) Each Holder agrees Except as otherwise provided for in this Agreement, the Restricted Stock Units or rights granted hereunder may not be sold, pledged, assigned,, hypothecated, transferred, or disposed of in any manner until the Restricted Stock Units become vested in accordance with Section 2 and the Shares are issued under Section 3. Any Shares issued by the Company pursuant to make any disposition the grant of all or any portion Restricted Stock Units under this Agreement shall not be transferable (within the meaning of the Registrable Securities unless EESA), except to the extent permitted under the EESA. The period of time between the date hereof and until the transferee has agreed date the Restricted Stock Units become fully vested and transferable is referred to herein as the “Restriction Period.” To enforce any restrictions on the Shares, the Administrator may require the Employee to deposit the certificates representing the Shares, with stock powers or other transfer instruments approved by the Administrator endorsed in writing for blank, with the benefit Company or an agent of the Company to hold in escrow until the transfer restrictions have lapsed or terminated. The Administrator may also cause a legend or legends referencing the transfer restrictions be bound by this Section 1.2, provided and to placed on the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2certificates. (b) Each certificate representing Registrable Securities If the Employee’s employment with the Company is terminated at any time for any reason other than as a result of the Employee’s death or “disability,” as defined in the EESA, prior to the Vesting Date (“Cessation of Employment”), all Restricted Stock Units granted hereunder shall, with no further action by the Company required, be forfeited by, and no further rights shall accrue to, the Employee. In the event Employee’s employment with the Company terminates prior to the Vesting Date due to the Employee’s death or “disability,” as defined in the EESA, and provided Employee’s rights in respect of the Restricted Stock Units have not previously terminated, the vesting of Employee’s Restricted Stock Units shall be stamped or otherwise imprinted with legends substantially in accelerated, but the following forms (in addition Shares shall not become transferable until the Restriction Period has lapsed, except to any legend required the extent permitted under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYEESA. (c) The Company Employee shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant be required to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable return to the Company the Restricted Stock Units or, where applicable, the fair market value of the Shares as of the date they became transferable (without reduction for any Shares applied to satisfy tax withholding or other obligations in respect of such Shares), to the effect extent the Company determines that the securities proposed they were granted or issued based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues, gains or other performance metric criteria that are later found to be disposed of may lawfully be disposed of without registrationmaterially inaccurate, qualification or legend. The Company shall promptly reissue a certificate without to the legend referenced extent provided in clause (b)(ii) above at the request of EESA, notwithstanding any Holder upon the termination of this Agreementvesting schedule herein.

Restrictions. (a) Each Holder agrees During the Grantee's lifetime, the Option is not transferable (voluntarily or involuntarily) other than pursuant to make any disposition a Domestic Relations Order and, except as otherwise required pursuant to a Domestic Relations Order, is exercisable only by the Grantee or the Grantee's court appointed legal representative. The Grantee may designate a beneficiary or beneficiaries to whom the Option will pass upon the Grantee's death and may change such designation from time to time by filing a written designation of all beneficiary or any portion beneficiaries with the Committee on the form annexed hereto as Exhibit B or such other form as may be prescribed by the Committee, provided that no such designation will be effective unless so filed prior to the death of the Registrable Securities unless Grantee. If no such designation is made or if the designated beneficiary does not survive the Grantee's death, the Option will pass by will or the laws of descent and until distribution. Following the transferee has agreed Grantee's death, the Option, if otherwise exercisable, may be exercised by the person to whom such option or right passes according to the foregoing and such person will be deemed the Grantee for purposes of any applicable provisions of this Agreement. (b) Neither the Grantee nor any Permitted Transferee may sell, assign, transfer, pledge, encumber or dispose of any Unvested Shares (or securities issued in writing respect thereof) prior to the vesting thereof except (i) with the prior written consent of the Committee, to any person or entity, or (ii)(A) to a trust or similar arrangement established primarily for the benefit of the Company to be bound by this Section 1.2, provided and to Grantee or the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities ActGrantee's immediate family members, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, spouse or transfer of such Registrable Securities without registration will not result in a recommendation by the staff any lineal descendant of the SEC that action be taken with respect thereto; Grantee or (C) to an entity that is controlled by the Grantee and that continues to be controlled by the Grantee at all times while such entity owns any other evidence reasonably satisfactory Unvested Shares, with "control" meaning the possession, direct or indirect, of the power to counsel to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise (any person or entity described in clause (i) or clause (ii) of this Section 8(b), a "Permitted Transferee"), so long as any such sale, assignment, transfer, pledge, encumbrance or disposition does not subject the Company to the effect any additional legal requirements or restrictions or to any liability or obligation and provided that the proposed sale, pledge, or transfer any Unvested Shares transferred to a Permitted Transferee of the Registrable Securities may Grantee will continue to be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms provisions of this Section 1.2 as if Agreement. Any Permitted Transferee of Unvested Shares shall, with respect to such transferee were an original Holder hereunder. Each Holder consents to Unvested Shares, be deemed the Grantee for purposes of the exercise by the Company making a notation on of its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made repurchase rights pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(iiSection 7(b) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Subject to this Section 1.2, Section 1.11 and Section 4.2 below, each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, Section 1.11, Section 1.13, Section 3.5, and Section 4, provided and to the extent such Section is Sections are then applicable, and all obligations and duties of the Holder from whom such transfer is being made with respect to any rights of such transferor under this Agreement that are being assigned to such transferee, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, statement or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate Affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate Affiliate and all cases enumerated in clauses (A) – — (EC) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares or Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Shares or Registrable Securities Securities, as applicable, shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) . THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees not The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to make any disposition of all an effective registration statement or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of Rule 144, to the Company or to be bound by this an Affiliate or member, limited partner or other equityholder of a Purchaser or in connection with a pledge as contemplated in Section 1.24.1(b), provided and the Company may require the transferor thereof to provide to the extent such Section is then applicable, Company an opinion of counsel selected by the transferor and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by acceptable to the Company, such Holder the form and substance of which opinion shall have furnished the Company with (A) an opinion of counsel, be reasonably satisfactory to the Company, to the effect that such disposition will transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, (B) a “no action” letter from the SEC any such transferee shall agree in writing to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation be bound by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to Agreement and shall have the Company making rights and obligations of a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in Purchaser under this Section 1.2Agreement. (b) Each certificate representing Registrable The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY form: THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE SOLD, TRANSFERREDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR PLEDGED IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY SECURITIES ACT AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERSECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYif required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are registered under a registration statement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. The Company further acknowledges and agrees that a Purchaser may from time to time enter into any interest, currency exchange rate, commodity price or other hedging arrangement in respect of its interests in any of the Securities, which arrangement would not be subject to notice to or approval of the Company and no legal opinion of legal counsel of the Purchaser shall be required in connection therewith. (c) The Company Certificates evidencing the Securities shall promptly reissue unlegended certificates at not contain any legend (including the request legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any Holder thereof sale of such Securities pursuant to Rule 144, (iii) if such transfer is made pursuant to SEC Securities are eligible for sale under Rule 144 or 144, without the Holder shall have obtained an opinion of counsel reasonably acceptable to requirement for the Company to be in compliance with the effect that current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the securities proposed to be disposed Securities Act (including judicial interpretations and pronouncements issued by the staff of may lawfully be disposed of without registration, qualification or legendthe Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly reissue after the events described in clauses (i)-(iv) in the immediately preceding sentence if required by the Transfer Agent to effect the removal of the legend hereunder. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate without representing such Securities, as applicable, issued with a restrictive legend (or, in the case of Securities held in book-entry form, of a request to remove the restrictive legend referenced from such Securities) (such second Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate (or written confirmation from the Transfer Agent of a book-entry position) representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in clause (b)(ii) above at this Section 4. Certificates, if any, for Securities subject to legend removal hereunder shall be transmitted by the request Transfer Agent to the Purchaser by crediting the account of any Holder upon the termination of this AgreementPurchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Restrictions. (a) Each Holder agrees The shares of Common Stock covered by this Award shall be subject to the restrictions set forth in Section 9(a) of the Plan, which include, but are not limited to, prohibitions on the sale, transfer, assignment, pledge or encumbrance of said shares, prior to the applicable vesting date set forth on the Restricted Stock Award Certificate (the period ending on any such vesting date(s) is hereinafter referred to as the “Restricted Period”). Sale, transfer and other disposition of the shares following termination of the Restricted Period may be limited by the absence of an established trading market for such shares and/or the provisions of applicable securities laws. The restrictions imposed hereunder shall not lapse upon expiration of the Restricted Period if such lapse would constitute a violation of any applicable federal or state securities or other law or regulation and shall only lapse upon the termination of such violation. As a condition to the receipt of the shares of Common Stock covered by this Award, the Company may require Grantee to make any disposition of all or any portion of the Registrable Securities unless representation and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel warranty to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities as may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, required by any applicable law or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2regulation. (b) Each certificate representing Registrable Securities Notwithstanding anything to the contrary set forth in this Agreement or in the Plan, each provision of this Agreement and all amounts which may be payable hereunder or under the Plan shall be stamped subject to any restrictions or limitations required by any of the Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009 and the TARP Capital Purchase Program or any subsequent or similar legislation, and any regulations or interpretations that have been or may from time to time be promulgated thereunder, including, but not limited to the Interim Final Rule issued by the U.S. Treasury Department on June 15, 2009 (all such legislation, regulations and interpretations, and any amendments or modifications thereof, collectively (“TARP”), as may be in effect on the date hereof and as may be amended, replaced or supplemented at any time and from time to time hereafter; provided, nothing herein shall limit or otherwise imprinted with legends substantially in the following forms (in addition diminish any waiver previously entered into by Grantee pursuant to any legend required under applicable state securities laws, the Company’s charter documents participation in the TARP Capital Purchase Program, which waiver shall remain in full force and effect. The terms set forth in this Agreement are further subject to any applicable conditions, limitations or restrictions that may be imposed by any governmental or regulatory authority, including but not limited to the FDIC or other federal or state regulator (any such provisions, “Regulatory Restrictions”). If any vesting of the Award or the making of any payment pursuant to this Agreement shall violate, or shall have violated, TARP or any other agreement between Regulatory Restrictions, Grantee shall be deemed to have waived Grantee’s right to such payment and, to the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933extent necessary to comply with TARP or such Regulatory Restrictions, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of repay any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable amount to the Company to the effect that the securities proposed upon request, and this Agreement shall be deemed to be disposed amended to effectuate such waiver such that no obligation on the part of may lawfully be disposed of without registration, qualification the Company to pay or legend. The Company provide the waived amount shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementoccur.

Restrictions. (a) Each i. The Holder agrees not to make any disposition of all or any portion acknowledges that, unless the conditions of the Registrable Securities unless issuance of unrestricted Warrant ADSs have been satisfied, the Warrant ADSs acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state and until federal securities laws. The certificate(s) or book-entry statement(s) representing any Warrant ADSs issued pursuant to this Warrant, except as set forth below, may bear a restrictive legend in substantially the transferee has agreed in writing for the benefit of the Company to following form (and stop transfer instructions may be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or placed against transfer of any such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) Warrant ADSs): THE ORDINARY SHARES UNDERLYING THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT THESE SECURITIES (INCLUDING THE ORDINARY SHARES UNDERLYING SUCH SHARES SECURITIES) MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR PLEDGED IN RESOLD EXCEPT AS PERMITTED UNDER THE ABSENCE OF SUCH ACT OR APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM). ii. Upon the written request by the Holder to the Company if, at the time of such request, the Investor (i) is not, and has not been during the preceding three months, an Affiliate of the Company, (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERhas held the applicable Purchase Agreement Securities subject to such request for at least one year as determined in accordance with Rule 144, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (ciii) all of the other requirements of Rule 144 for the resale of the Warrant ADSs subject to such request are satisfied and (iv) concurrently with such request, the Holder delivers to the Company, its counsel, the Transfer Agent, and the ADS Depositary a customary written certification that the requirements set forth in the foregoing clauses (i) through (iii) are accurate, the Company shall, no later than one (1) Trading Day following the delivery by the Holder to the Transfer Agent and/or ADS Depositary, as applicable, of one or more legended certificates or book-entry statements representing any Warrant ADSs subject to such request, together with such other documentation from the Holder and its designated broker-dealer as the Transfer Agent and/or ADS Depositary, as applicable, deem reasonably necessary and appropriate, authorize the Transfer Agent and/or ADS Depositary, as applicable, to remove the Securities Act restrictive legend (and any stop transfer instructions placed against transfer thereof) contemplated by Section 5(g)(i) affixed to the Warrant ADSs (as applicable) subject to such request. At the times the Company authorizes the removal of the Securities Act restrictive legends on the Warrant ADSs subject to such request (and any stop transfer instructions placed against transfer thereof) pursuant to this Section 5(g)(ii), the Company shall, at its sole expense, use its commercially reasonable efforts to cause its legal counsel to issue to the Transfer Agent and/or ADS Depositary, as applicable, a legal opinion or direction letter authorizing the Transfer Agent and/or ADS Depositary, as applicable, to remove the Securities Act restrictive legends contemplated by Section 5(g)(i) on the Warrant ADSs (as applicable) subject to such request (which legal opinion or direction letter may be delivered to the Transfer Agent and/or ADS Depositary, as applicable, in advance setting forth the conditions to the removal of such legends). The Company shall promptly reissue unlegended certificates at be responsible for the request fees of its Transfer Agent and ADS Depositary and the Company’s legal counsel associated with any Holder thereof if such transfer is made pursuant legend removals. If counsel to SEC Rule 144 or the Company fails to provide a legal opinion reasonably satisfactory to the Transfer Agent and/or ADS Depositary, as applicable, in accordance with this Section, the Holder shall have obtained the right to provide an opinion of counsel reasonably acceptable selected by the Holder, the cost of which shall be borne by the Company. The Holder further understands and agrees that (i) the Warrant ADSs will be subject to secondary trading restrictions under the Corporations Act (ii) the Company to the effect does not represent or warrant, has not represented or warranted (either express or implied), at any time, that the securities proposed Company has or will satisfy the criteria required under the Corporations Act to be disposed permit the Holder to transfer and on-sell the Warrant ADSs and the Ordinary Shares underlying those Warrant ADSs without restriction following the issuance of may lawfully be disposed of without registration, qualification such securities; and (iii) the Company is under no obligation under this Agreement or legend. The Company shall promptly reissue a certificate without otherwise to take any action to enable the legend referenced in clause (b)(ii) above at Holder to transfer or sell the request of any Holder upon Warrant ADSs or Ordinary Shares underlying the termination of this AgreementWarrant ADSs.

Restrictions. (a) Each The Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sellexercise and enjoy all rights and entitlements of ownership of shares, pledgeincluding the right to vote and receive dividends, except that until the Restriction Period shall expire, all restrictions and limitations set forth in this agreement and the Plan shall apply. The Shares shall constitute Restricted Stock of the Corporation issued pursuant to the Plan. Each certificate for Restricted Stock issued or transfer issuable hereunder shall be registered in the name of the Holder, and deposited by the Holder, together with a stock power endorsed in blank (in the form attached hereto as Exhibit A), with the Corporation until such time as the Restriction Period shall have expired. Such certificate(s) shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2Stock. (b) Each certificate representing Registrable Securities The Shares shall be stamped or otherwise imprinted subject to all of the terms and conditions of the award as specified by the Committee in connection with legends substantially in the following forms (in addition award to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company Holder and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYCommittee’s deliberations with respect thereto. (c) The Company Restriction Period shall promptly reissue unlegended certificates at expire as to one-quarter (1/4) of the request Shares on each of the first four anniversaries of the date hereof; provided that the Restriction Period shall expire on such earlier date as the conditions set forth below are satisfied. (d) The Holder will not sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber the Shares and any Holder thereof if such attempted disposition or encumbrance shall be void and unenforceable. Notwithstanding anything herein to the contrary, the Shares may be transferred, conveyed or assigned to family members, charities, trusts established solely for the benefit of such family members and charities and entities, such as partnerships and limited liability companies, of which the only interest holders are members of the grantee’s family, or trusts for their benefit, and revocable grantor trusts and that such further modifications relating to transfer is made pursuant and assignment complying with the then applicable rules and regulations of the Securities and Exchange Commission and stock exchange acceptable to SEC Rule 144 or counsel to the Corporation shall have been complied with. (e) Subject to the provisions of the Plan, upon the lapse of the Restriction Period the Holder shall have obtained an opinion of counsel reasonably acceptable become entitled to receive a stock certificate evidencing the Company Shares and the restrictions referred to the effect that the securities proposed herein shall become null and void and cease to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementexist with respect to such Shares.

Restrictions. (a) Each Holder agrees not The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to make any disposition of all an effective registration statement or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of Rule 144, to the Company or to be bound by this Section 1.2an affiliate of a Purchaser or in connection with a pledge, provided and the Company may require the transferor thereof to provide to the extent such Section is then applicable, Company an opinion of counsel selected by the transferor and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by acceptable to the Company, such Holder the form and substance of which opinion shall have furnished the Company with (A) an opinion of counsel, be reasonably satisfactory to the Company, to the effect that such disposition will transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, (B) a “no action” letter from the SEC any such transferee shall agree in writing to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation be bound by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to Agreement and shall have the Company making rights and obligations of a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in Purchaser under this Section 1.2Agreement. (b) Each certificate representing Registrable The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY form: THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE SOLD, TRANSFERREDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR PLEDGED IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT TRANSFEROR TO SUCH REGISTRATION IS NOT REQUIRED. (ii) EFFECT, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY SUBSTANCE OF WHICH IS ON FILE WITH THE SECRETARY OF SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each The Holder agrees acknowledges that the Common Shares acquired upon the exercise of this Warrant, if not to make any disposition of all registered, or any portion of unless Rule 144 is available, will have restrictions upon resale imposed by state and federal securities laws. The Holder understands that the Registrable Securities unless are “restricted securities” and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a registration statement have not been registered under the Securities Act covering or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such proposed disposition and such disposition is made Securities or any part thereof in accordance with such registration statement, or (ii) such Holder shall have notified the Company violation of the proposed disposition and shall have furnished the Company with a detailed statement Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the circumstances surrounding Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the proposed disposition, and, if reasonably requested by the Company, distribution of such Holder shall have furnished the Company with (A) an opinion Securities in violation of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, Act or any applicable state securities law (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will this representation and warranty not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to limiting the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of right to sell the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions pursuant to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped registration statement or otherwise imprinted in compliance with legends substantially in the following forms (in addition to any legend required under applicable federal and state securities laws, ). The Holder is acquiring the Company’s charter documents Securities hereunder in the ordinary course of its business. The Common Shares acquired upon the exercise of this Warrant shall bear the following or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY similar legend: THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE SOLD, TRANSFERREDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR PLEDGED IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT TRANSFEROR TO SUCH REGISTRATION IS NOT REQUIRED. (ii) EFFECT, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY SUBSTANCE OF WHICH IS ON FILE WITH THE SECRETARY OF SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.21.2 and by Section 1.14 hereof, provided and to the extent such Section is Sections are then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, counsel or other evidence reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, statement or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders shareholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) to any of its affiliates (including but not limited to an affiliated fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such transfer is exempt from registration under Rule 144 of the Securities Actmanager or managing member or general partner or management company, each an “Affiliated Entity”), provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, laws or the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR PLEDGED IN THE ABSENCE OF HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH REGISTRATION ACT, OR UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) ” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERSHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel or other evidence reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification qualification, or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder BSP acknowledges and agrees not to make any disposition of all or any portion of that, notwithstanding the Registrable Securities unless and until the transferee has agreed licenses set forth in writing for the benefit of the Company to be bound by this Section 1.23: 3.8.1 BSP, provided its Affiliates and to its sublicensees shall not offer for sale or sell the extent such Section is then applicable, and (i) there is then in effect a registration statement under BSP Array outside the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition applicable BSP Designated Country and shall not knowingly (after using Commercially Reasonable Efforts to determine the same) perform or permit any Third Party to perform any Assay on Specimens that were collected from patients at a facility outside the applicable BSP Designated Country. 3.8.2 BSP, its Affiliates and its sublicensees shall not manufacture or have furnished manufactured the Company with a detailed statement of the circumstances surrounding the proposed disposition, andBSP Array in any jurisdiction in which BSP knows or should know Prometheus’ Intellectual Property rights will not be respected; notwithstanding this restriction, if reasonably requested by the CompanyBSP is entitled to exercise its license under Section 3.3, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities BSP shall be entitled to sellmanufacture or have manufactured the BSP Array in any jurisdiction [***], pledgeprovided that it uses reasonable processes and controls to protect the Prometheus Technology which are no less than those it uses with respect to protecting its own Intellectual Property in such jurisdiction. 3.8.3 Unless otherwise expressly approved by Prometheus in writing (such decision to be made after good faith discussions with BSP and knowledgeable regulatory counsel), BSP, its Affiliates and its sublicensees shall not (a) seek Regulatory Approval for the BSP Array in any Restricted Country, (b) Commercialize the BSP Array in any Restricted Country or (c) transfer such any Prometheus Technology to any Restricted Securities Country, and/or (d) take any other action in accordance or with respect to any Restricted Country which could cause Prometheus or its Affiliates to violate any United States export laws. [***] Certain information on this page has been omitted and filed separately with the terms Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 3.8.4 The parties shall use Commercially Reasonable Efforts to work together to comply with the intent of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established set forth in this Section 1.23.8. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees From and after the Closing Date, neither Seller nor the Parent shall disclose, directly or indirectly, to any person or entity, or make use of, without the express authorization of IHS and Buyer, any non-public pricing strategies or records acquired by Buyer from Seller, any proprietary data or trade secrets acquired by Buyer from Seller or any financial or other information acquired by Buyer from Seller; provided that the foregoing restrictions shall not apply to any information which: (i) is or becomes publicly known through no wrongful act on the part of Seller or Parent; or (ii) is or becomes available to the disclosing party on a non- confidential basis from a third party without restriction and without breach of this Agreement; or (iii) is approved for release by written authorization signed by Buyer or IHS; or (iv) is required to be disclosed in accordance with applicable law; provided, however, prior to making any such disclosure the party required to make any disposition such disclosure shall provide Buyer with prompt notice of all or any such requirement to enable Buyer to seek an appropriate protective order and such party will use its best efforts to preserve the confidentiality of such information and will disclose only that portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company information as is required to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2disclosed. (b) Each certificate representing Registrable Securities of Seller and Parent acknowledges that the restrictions contained in this Section 5.6 are reasonable and necessary to protect the legitimate business interests of Buyer and IHS, and that any violation thereof by any of them would result in irreparable harm to Buyer and IHS. Accordingly, each of Seller and Parent agrees that upon the violation by any of them of any of the restrictions contained in this Section 5.6, Buyer and IHS shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition entitled to obtain from any legend required under applicable state securities laws, the Company’s charter documents or court of competent jurisdiction a preliminary and permanent injunction as well as any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933relief provided at law or equity, AS AMENDED. SUCH SHARES MAY NOT BE SOLDunder this Agreement or otherwise, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request necessity of posting any Holder upon the termination of this Agreementbond or security whatsoever.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.21.2 and Section 1.14, provided and to the extent such Section is Sections are then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, detailed statement of circumstances, or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders shareholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 to an Affiliated Party of the Securities ActHolder, or (F) any transaction contemplated by Section 3(a)(iv) of the Common Stock Purchase Agreements between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇, respectively, each dated as of September 17, 2007, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, laws or the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR PLEDGED IN THE ABSENCE OF HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH REGISTRATION ACT, OR UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) ” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERSHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification qualification, or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. In addition to any other restrictions on the Transfer of Equity Securities contained in this Agreement, notwithstanding anything in this Agreement to the contrary, no Transfer of any Equity Security shall be made if such Transfer would violate then applicable Law, including U.S. federal or state securities Laws or rules and regulations of the SEC, any state securities commission or any other applicable securities Laws of a Governmental Entity (aincluding those outside the jurisdiction of the U.S.) Each Holder agrees not with jurisdiction over such Transfer or have the effect of rendering unavailable any exemption under applicable Law relied upon for a prior Transfer of such Equity Securities. In furtherance of the foregoing, Membership Interests are Transferable only pursuant to make (i) public offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A under the Securities Act (or any disposition similar rules then in force) if such rule is available, (iii) any other available exemption from the registration requirements of Section 5 of the Securities Act and (iv) other legally available means of Transfer permitted by this Agreement. If any Member proposes to Transfer any Membership Interests pursuant to Rule 144A under the Securities Act, then as an additional condition to such Transfer, the Transferee must execute and deliver to NGR Management the Rule 144A certificate in form and substance as attached hereto as Exhibit D. Notwithstanding any other provision of this Agreement, no Transfer of a Membership Interest shall be permitted without the consent of the Board if such Transfer (A) would cause all or any portion of the Registrable Securities unless and until the transferee has agreed in writing assets of NGR Management to constitute “plan assets” for the benefit purposes of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities ActERISA, (B) a “no action” letter from would cause NGR Management to be required to register the SEC to Membership Interests under the effect that Securities Exchange Act unless, at the proposed sale, pledge, or transfer time of such Registrable Securities without registration will not result in a recommendation by the staff Transfer, NGR Management is already subject to reporting obligations under Section 13 or Section 15(d) of the SEC that action be taken with respect thereto; Securities Exchange Act, or (C) any other evidence reasonably satisfactory is to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given a Competitor (as determined by the Holder to the Company. Notwithstanding the foregoingBoard in its sole, no such registration statementbut good faith, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2discretion). (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. Each Berkshire Fund agrees that if it should resell or otherwise transfer the Shares it will do so only: (a) Each Holder agrees not to make PRG, any disposition of all affiliate thereof, or as specified in Section 4.10 hereof; (b) to an accredited investor, including to another Berkshire Fund or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2affiliate thereof, provided and that, prior to the extent such Section is then applicabletransfer, furnishes to PRG a signed letter containing representations and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory agreements relating to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in of the following forms (in addition Shares reasonably acceptable to any legend required under applicable state securities lawsPRG and, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933if PRG requests, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company PRG to the effect that the securities proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (c) pursuant to another available exemption from registration provided under the Securities Act, if available, provided that the representations and agreements and opinion described in (b) above are delivered, if requested by PRG; or (d) pursuant to a registration statement which has been declared effective under the Securities Act and which continues to be disposed effective at the time of may lawfully be disposed such transfer. Each Berkshire Fund agrees that it will give each person to whom it transfers such Shares notice of without registrationany restrictions on transfer of such Shares, qualification or legendif then applicable. The Company Each Berkshire Fund acknowledges that PRG will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agrees that if any of the acknowledgements, representations, warranties and agreements deemed to have been made by it by its purchase of the Shares are no longer accurate, it shall promptly reissue a certificate without notify PRG. Each Berkshire Fund acknowledges that none of PRG, the legend referenced in clause (b)(ii) above at Sellers or any person representing PRG or the request Sellers has made any representation to it with respect to PRG or the offering or sale of any Holder Shares, other than the information contained in the Offering Documents, which Offering Documents have been delivered to it and upon which it is making its investment decision with respect to the termination of this AgreementShares.

Restrictions. Each such Selling Stockholder severally covenants and agrees that (i) it will not offer or sell any Resale Securities under the Resale Registration Statement until it has acknowledged receipt of copies of the Resale Prospectus as then amended or supplemented as contemplated by Section 3.1 and notice from Raven that the Resale Registration Statement and any post-effective amendments thereto have become effective; (ii) upon receipt of any notice from Raven contemplated by Section 3.1 or the receipt of a notice from Raven of the happening of an event as a result of which (a) Each Holder agrees not the Resale Registration Statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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, statements therein not misleading or (iib) such Holder shall have notified the Company Resale Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the proposed disposition and shall have furnished the Company with a detailed statement statements therein, in light of the circumstances surrounding under which they were made, not misleading, the proposed dispositionSelling Stockholders shall not offer or sell any Resale Securities pursuant to the Resale Registration Statement until the Selling Stockholders receive copies of a supplemented or amended Resale Prospectus and receive notice that any post-effective amendment has become effective, and, if reasonably requested so directed by Raven, each Selling Stockholder will deliver to Raven (at the expense of Raven) all copies in its possession, other than permanent file copies then in such Selling Stockholder's possession, of the Resale Prospectus as amended or supplemented at the time of receipt of such notice; (iii) the Selling Stockholders and any of its beneficial owners, officers, directors or affiliates, if any, will comply with the provisions of Regulation M promulgated by the Company, such Holder shall have furnished the Company SEC as applicable to them in connection with (A) an opinion sales of counsel, reasonably satisfactory Resale Securities pursuant to the CompanyResale Registration Statement; (iv) each Selling Stockholder and any of its beneficial owners, that such disposition officers, directors or affiliates, if any, will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance comply with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 prospectus delivery requirements of the Securities Act, provided Act as applicable to them in the case connection with sales of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject Resale Securities pursuant to the terms Resale Registration Statement; and (v) each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will enter into such written agreements as Raven shall reasonably request to ensure compliance with clause (iv) and (v) above. Notwithstanding any provision in this Rights Agreement to the contrary, Raven shall have no obligation under or pursuant to Section 2 or Section 3 of this Rights Agreement with respect to any Selling Stockholder who violates the provisions of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.23.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. The holder of this Option, by acceptance hereof, represents and warrants as follows: (a) Each Holder agrees This Option and the right to purchase Common Stock hereunder is personal to the holder and shall not be transferred to make any disposition other person, other than by will or the laws of all descent and distribution or any portion pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Registrable Securities unless and until the transferee has agreed in writing for the benefit Employee Retirement Income Security Act of the Company to be bound by this Section 1.21974, provided and to the extent such Section is then applicable, and as amended (i) 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"ERISA"), or by the rules thereunder. The Option shall not be assigned, pledged or hypothecated in any way (iiwhether by operation of law or otherwise) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionnot be subject to execution, andattachment or similar process. Any attempted transfer, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed saleassignment, pledge, hypothecation or transfer of such Registrable Securities without registration will not result in a recommendation by the staff other disposition of the SEC that action be taken with respect thereto; Option or (C) of any other evidence reasonably satisfactory to counsel rights granted hereunder contrary to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms provisions of this Section 1.2 as if 7, or the levy of any attachment or similar process upon the Option or such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records right, shall be null and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2void. (b) Each certificate representing Registrable The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities shall Act and applicable state statutes; the exercise of the Option and resale of the Option and the Common Stock have not been registered under the Securities Act or applicable state statutes and must be stamped held and may not be sold, transferred, or otherwise imprinted with legends substantially disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available; except as set forth herein, the Corporation is under no obligation to register the Option or the Common Stock under the Securities Act or the applicable state statutes; in the following forms (in addition to any legend required under applicable state securities lawsabsence of such registration, the Company’s charter documents sale of the Option or any other agreement between the Company Common Stock may be practicably impossible; the Corporation's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer of the Option and the Holder thereof): (i) Common Stock and any certificate issued upon exercise of the Option representing the Common Stock will bear on its face a legend in substantially the following form restricting the sale of the Common Stock: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. SUCH SHARES THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR PLEDGED TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF SUCH EFFECTIVE REGISTRATION OR UNLESS OTHER COMPLIANCE UNDER THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYSECURITIES ACT. (c) The Company shall promptly reissue unlegended certificates at Prior to one year from the request of any Holder date the Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to transfer the Common Stock unless the holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained provides an opinion of legal counsel reasonably acceptable satisfactory to the Company Corporation or a "no action" letter or interpretive response from the staff of the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such opinion letter or response states that the Common Stock are free of any restrictions under the Securities Act, the Corporation may refuse to transfer the Common Stock to any transferee who does not furnish in writing to the Corporation the same representations and agree to the same conditions with respect to such Common Stock as are set forth herein. Notwithstanding any of the foregoing, the Corporation may refuse to transfer the Common Stock if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (d) After one year but prior to two years from the date the incentive Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to transfer the Common Stock unless the holder either (i) meets the requirements of Subparagraph (b) above; or (ii) sells such Common Stock in accordance with Rule 144 and furnishes to the Corporation written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the holder of such Common Stock and the securities proposed broker-dealer to or through which such Common Stock are being sold. No opinion of counsel for the holder of the Common Stock shall be disposed required respecting sales in reliance on Rule 144 pursuant to Clause (ii) of may lawfully be disposed this Subparagraph (d). (e) After two years from the date of without registrationthe Option has been exercised and the Common Stock fully paid for, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at Corporation shall, upon the written request of any Holder upon persons who have held the termination Common Stock for one year (excluding any tolling period provided for by Rule 144) and who is not, and has not been during the preceding three months, an affiliate of this Agreementthe Corporation, re-issue to such holder in such names and denominations as the holder shall request, one or more certificates for the Common Stock without any restriction whatsoever on their further transfer and cancel any and all stop transfer instructions regarding such Common Stock on the books and records of the Corporation.

Restrictions. The Company shall not, without the prior ------------ written consent of either (a1) Each Holder agrees not to make any disposition the holders of all or any portion a majority of the Registrable Securities unless and until shares of Class B Preferred Stock held by WCAS VII or (2) the transferee has agreed in writing for the benefit holders of a majority of the Company to shares of Class B Preferred Stock held by GTCR; provided that no action which would result in either WCAS VII or GTCR being affected differently in any manner than the other, may be bound by this Section 1.2, provided and to taken unless such action has the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company prior written consent of the proposed disposition and shall have furnished the Company with holders of a detailed statement majority of the circumstances surrounding shares of Class B Preferred Stock held by WCAS VII and the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion holders of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff majority of the SEC shares of Class B Preferred Stock held by GTCR; it being understood that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to so long as there are two representatives designated by each of WCAS VII and GTCR on the Company to the effect that the proposed sale, pledge, or transfer Board of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities Directors in accordance with the terms of the notice given Stockholders Agreement, then (a) the consent of the holders of a majority of the shares of Class B Preferred Stock held by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter WCAS VII shall be necessary for a transfer deemed to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in have been given when the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 unanimous approval of the Securities ActDirectors designated by WCAS VII has been obtained, provided in the case of a transfer to an affiliate as evidenced by written minutes or board resolutions and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities the consent of the holders of a majority of the shares of Class B Preferred Stock held by GTCR shall be stamped deemed to have been given when the unanimous approval of the Directors designated by GTCR has been obtained, as evidenced by written minutes or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof):board resolutions; (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933directly or indirectly declare or pay any dividends or make any distributions upon any of its equity securities, AS AMENDED. SUCH SHARES MAY NOT BE SOLDother than payments of dividends on, TRANSFERREDor redemption payments in respect of, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.the Class A Preferred Stock and the Class B Preferred Stock pursuant to the Certificate of Incorporation; (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERexcept (w) for the exercise of the call with respect to the Springing Shares provided in Section 1.04, (x) for redemptions or purchases of the Class A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.Preferred Stock or Class B Preferred Stock pursuant to the Certificate of Incorporation of the Company, (y) for repurchases, redemptions or acquisitions of equity securities pursuant to agreements in effect as of the date hereof with the Company's employees or directors in effect on the date hereof and (z) in connection with the exercise by the holder of any minority interest in a Subsidiary of its rights under a "put," repurchase or similar arrangement with the Company or any Subsidiary in effect as of the date hereof, directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the Company's equity securities (including, without limitation, warrants, options and other rights to acquire equity securities); (ciii) The except for the issuance of equity securities (x) under any stock option plan or other benefit plan or arrangement approved by the Board of Directors of the Company shall promptly reissue unlegended certificates at or (y) upon the request exercise of preemptive rights or warrants authorized as of the date hereof, authorize, issue, sell or enter into any Holder thereof if such transfer is made pursuant agreement providing for the issuance (contingent or otherwise), or permit any Subsidiary to SEC Rule 144 authorize, issue, sell or enter into any agreement providing for the Holder shall have obtained an opinion issuance (contingent or otherwise) of, (a) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable for equity securities, issued in connection with the issuance of counsel reasonably acceptable equity securities or containing profit participation features) or (b) any equity securities (or any securities convertible into or exchangeable for any equity securities) or rights to acquire any equity securities, other than the issuance of equity securities by a Subsidiary to the Company or another Subsidiary; (iv) merge or consolidate with any person or permit any Subsidiary to merge or consolidate with any person (other than a wholly owned Subsidiary); (v) sell, lease or otherwise dispose of, or permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of the consolidated assets of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with generally accepted accounting principles consistently applied, or fair market value, determined by the Board of Directors in its reasonable good faith judgment) in any transaction or series of related transactions (other than sales of inventory in the ordinary course of business); (vi) liquidate, dissolve or effect that a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization in partnership form); (vii) acquire, or permit any Subsidiary to acquire, any interest in any business (whether by a purchase of assets, purchase of stock, merger otherwise), or enter into any joint venture; (viii) enter into, or permit any Subsidiary to enter into, the securities proposed to be disposed of may lawfully be disposed of without registrationownership, qualification active management or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request operation of any Holder upon business other than the termination ownership and operation of businesses engaged as rehabilitation hospitals or specialty. long-term hospitals or engaged in rehabilitation services or contract therapy services or related businesses; (ix) enter into, or permit any Subsidiary to enter into, any transaction with any of its or any Subsidiary's officers, directors, employees or Affiliates or any individual related by blood, marriage or adoption to any such person (a "Relative") or any entity in which any such person or individual owns a beneficial interest (a "Related Entity"), except for normal employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this AgreementAgreement and the Ancillary Agreements; or (x) create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, indebtedness exceeding the amounts approved therefor by the Board in the annual budget.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.21.2 and Section 1.13, provided and to the extent such Section is Sections are then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect . It is agreed that the proposed sale, pledge, or transfer of such Registrable Securities without registration Company will not result in a recommendation by the staff require opinions of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Companyfor standard Rule 144 transactions. Notwithstanding the foregoing, no such registration statement, statement or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) an individual to the Holder’s family member or trust for the benefit of an such individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – — (ED) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, laws or the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) documents): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) . THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees The Shares may not be sold, transferred, exchanged, ------------ assigned, pledged, hypothecated or otherwise encumbered prior to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of January 2, 1997. If ▇▇▇▇▇'▇ employment with the Company terminates for any reason prior to be bound by this Section 1.2January 2, provided 1997, then ▇▇▇▇▇ shall forfeit all of his right, title and interest in and to the extent Shares as of the date of employment termination. In order to enforce the restrictions imposed upon the Shares, ▇▇▇▇▇ will, immediately upon receipt of the certificate(s) representing the Shares, deposit such Section is then applicablecertificate(s), together with stock powers or other instruments of transfer appropriately endorsed in blank, with the Company. Further, such certificate(s) will bear the following legends: "The securities evidenced by this certificate are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Award Agreement between the registered owner of the shares and XcelleNet, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the office of the Secretary of XcelleNet, Inc. "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred, assigned, or hypothecated unless (i) there is then in effect a an effective registration statement under the Securities such Act covering such proposed disposition and such disposition securities, (ii) the transfer is made in accordance compliance with Rule 144 promulgated under such registration statementAct, or (iiiii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) issuer receives an opinion of counsel, reasonably satisfactory to the Companyissuer, stating that such disposition sale, transfer, assignment or hypothecation is exempt from the registration requirements of such Act. "The securities evidenced by this certificate have been issued or sold in reliance on paragraph (13) of Code section 10-5-9 of the Georgia Securities Act of 1973, and may not be sold or transferred except in a transaction which is exempt under such Act or pursuant to an effective registration statement under such Act." After the termination of the restrictions on the Shares, new certificate(s), without the first legend set forth above but retaining the second and third legends, if appropriate, for the Shares will not require registration be delivered to ▇▇▇▇▇. ▇▇▇▇▇ agrees that the Company may also endorse any other legends required by applicable federal or state securities laws. Any legend endorsed on a certificate pursuant to this Section 2 and the stop transfer instructions with respect to the Shares shall be removed, as appropriate, and the Company shall issue a certificate without such legend to the holder thereof if the sale of the Shares is registered under the Securities ActAct of 1933, as amended (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the "Securities Act, whereupon ") and a prospectus meeting the Holder requirements of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 Section 10 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee Act is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2available. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. Except in connection with (ai) Each Holder agrees a Third Party Offer as provided in Section 2.1 or (ii) a registered Public Offering pursuant to Article IV, no Shareholder shall, sell, pledge, assign, grant a participation interest in, encumber or otherwise transfer or dispose of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise (a "Transfer") without the prior written consent of KMOC, which shall not be unreasonably withheld, except in accordance with one of the following: a. subject to make compliance with the provisions of Section 3.2, pursuant to a sale to any disposition one Person or group in an amount less than 5% of the outstanding securities of any class of KMOC; PROVIDED, HOWEVER, that the aggregate of such sales made by the Shareholders as a group in any one year shall not exceed 10% of the outstanding securities of any class of KMOC; b. pursuant to a merger, consolidation or other business combination involving Waldo, where Waldo is not the surviving entity, or a sale of all or any portion substantially all of Waldo's assets; PROVIDED, HOWEVER, that the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company surviving or purchasing entity agrees to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given this Agreement; or c. pursuant to a Transfer of Shares by the Holder Waldo to the Company. Notwithstanding the foregoinga Wholly Owned Subsidiary of Waldo, no from a Wholly Owned Subsidiary of Waldo to Waldo or between Wholly Owned Subsidiaries of Waldo (any such registration statement, opinion of counsel or “no action” letter transferee shall be necessary for referred to herein as a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act"Permitted Transferee"), provided that in the case of any such Transfer, Waldo shall have provided KMOC with written notice of such proposed Transfer at least 15 days prior to consummating such Transfer stating the name and address of the Permitted Transferee, the relationship between Waldo and the Permitted Transferee, and the Permitted Transferee shall have executed a transfer copy of this Agreement as a shareholder of KMOC. If any Permitted Transferee to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject whom Shares have been Transferred pursuant to this Section 3.1 by Waldo ceases to be a Permitted Transferee, such Shares shall be Transferred back to Waldo immediately prior to the terms time such Person ceases to be a Permitted Transferee of Waldo. Waldo and such Permitted Transferee shall be jointly and severally liable for any breach of this Section 1.2 as if Agreement by such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2Permitted Transferee. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees not to make Except as otherwise provided for in the Award Agreement, upon any disposition Termination of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing Employment, for the benefit of a one-year period thereafter, the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company right, but not the obligation, to purchase all Common Shares awarded hereunder or acquired pursuant to an Award, for their Fair Market Value at the time of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested purchase by the Company. These rights shall be in addition to the right of first refusal pursuant to Section 11.09(b); provided, such Holder shall have furnished however, that in the event the Company with (Adecides not to exercise its rights pursuant to Section 11.09(b), the provisions of this Section 11.09(a) an opinion of counsel, reasonably satisfactory shall cease to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken apply with respect thereto; or (C) any other evidence reasonably satisfactory to counsel those Common Shares that were offered to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities and sold in accordance with the terms provisions of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.211.09(b). (b) Each certificate representing Registrable Securities shall be stamped Except as otherwise provided for in the Award Agreement, if an individual desires and is permitted to sell, encumber or otherwise imprinted with legends substantially in the following forms (in addition dispose of shares of Common Shares awarded hereunder or acquired pursuant to any legend required under applicable state securities lawsan Award, the Company’s charter documents or any other agreement between individual shall first offer the shares to the Company and by giving the Holder thereof): Company written notice disclosing: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. the name of the proposed transferee of the Common Shares; (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERthe certificate number and number of shares of Common Shares proposed to be transferred or encumbered; (iii) the proposed price; (iv) all other terms of the proposed transfer; and (v) a written copy of the proposed offer. Within 60 days after receipt of such notice, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYthe Company shall have the option to purchase all or part of such Common Shares same price and on the same terms as contained in such notice (the "Option Period"). In the event the Company does not exercise the option to purchase the Common Shares, as provided above, the individual shall have the right to sell, encumber or otherwise dispose of his shares of Common Shares on the terms of the transfer set forth in the written notice to the Company, provided such transfer is effected within 30 days after the expiration of the Option Period. If the transfer is not effected within such period, the Company must again be given an option to purchase, as provided above. (c) The On and after the date a class of the Company's securities are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, the Company shall promptly reissue unlegended certificates at have no further right to purchase shares of Common Shares under this Section 11.09, and its limitations shall be null and void. (d) Notwithstanding the request of foregoing, the Committee may require that a Participant execute any Holder thereof if such transfer is made other documents it deems necessary or desirable with respect to any Common Shares distributed or purchased pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementPlan.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.22 and Section 11, provided and to the extent such Section is Sections are then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, statement or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, or to its affiliated funds or any of the directors, officers, partners or members of the Holder or its partners or affiliated funds, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders shareholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (ED) that the transferee is subject to the terms of this Section 1.2 2 and Section 11 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Registrable Securities in order to implement the restrictions on transfer established in this Section 1.22. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. ON TRANSFER ------------------------ (a) Each Holder agrees that such Holder will not transfer or otherwise reduce such Holder's risks relative to make any disposition the shares of all or any portion Premiere Common Stock to be received by each Holder upon consummation of the Acquisition until such time as Premiere notifies the Holder that the requirements of ASR 130 and 135 have been met. Each Holder understands that ASR 130 and 135 relate to publication of financial results of post-closing combined operations of Premiere and VoiceCom. Premiere agrees that it will publish such results on or before the Annual Report Filing Date, and that it will notify the Holders promptly following such publication. Premiere shall be entitled to place restrictive legends on the shares of Premiere Common Stock issued to the Shareholders pursuant to the Stock Purchase to enforce the foregoing restrictions. (b) Prior to any proposed transfer of any Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a registration statement other than under the Securities Act covering circumstances described in Section 3 hereof), the Holder thereof shall give written notice to Premiere of its intention to effect such proposed disposition and transfer. Each such disposition is made in accordance with such registration statement, or (ii) such Holder notice shall have notified describe the Company manner of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, transfer and, if reasonably requested by the CompanyPremiere, such Holder shall have furnished the Company with (A) be accompanied by an opinion of counsel, counsel reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC Premiere to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the such Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted the Registrable Securities in accordance with the terms of its notice. Each certificate or instrument transferred as above provided shall bear the notice given by the Holder to the Company. Notwithstanding the foregoinglegend set forth in Section 2(c), no except that such registration statement, opinion of counsel certificate or “no action” letter instrument shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is not bear such legend if (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (Ei) such transfer is exempt from in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under Rule 144 of the Securities Act, provided in ) or (ii) the case opinion of a transfer counsel referred to an affiliate and all cases enumerated in clauses (A) – (E) above is to the further effect that the transferee is subject and any subsequent transferee would be entitled to the terms of this Section 1.2 as if transfer such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Registrable Securities in order to implement a public sale without registration under the restrictions on transfer established in this Section 1.2Securities Act. (bc) Each certificate representing evidencing Registrable Securities issued to any Holder in connection with the Acquisition ("Restricted Shares") shall be stamped or otherwise imprinted with legends bear a legend in substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE SOLD, TRANSFERRED, TRANSFERRED OR PLEDGED IN OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ABSENCE SECURITIES ACT OF SUCH REGISTRATION 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT EXEMPTION FROM SUCH REGISTRATION IS NOT REQUIREDAVAILABLE." (iid) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERIn the event that any Restricted Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at Premiere shall, upon the written request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable thereof, issue to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue such Holder a new certificate evidencing such Restricted Shares without the legend referenced in clause (b)(iirequired by Section 2(c) above at the request of any Holder upon the termination of this Agreementhereof endorsed thereon.

Restrictions. (a) Each Holder agrees not No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any other manner transfer, any Registrable Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to make any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares Preferred Stock represented hereby are restricted by and are subject to all or any portion of the terms, conditions and provisions of that certain Stockholders Agreement, dated as of _____________, 2009, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.” (c) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and made (i) there is then in effect a pursuant to an effective registration statement under the Securities Act covering such proposed disposition or pursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and such disposition is made (ii) in accordance with such registration statementall applicable Laws (including, or without limitation, all securities laws). (iie) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the The restrictions on transfer established contained in this Section 1.2. (b) Each certificate representing Registrable Securities 2.1 shall be stamped or otherwise imprinted with legends substantially in expire on the following forms (in addition to any legend required under applicable state securities laws, first anniversary of the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination date of this Agreement.

Restrictions. (a) Each Holder agrees ON By signing this Agreement, you agree not to make sell any disposition RESALE AND Restricted Stock before the restrictions lapse or HEDGE sell any shares acquired under this award at a time TRANSACTIONS when applicable laws, regulations or Company or underwriter trading policies prohibit sale. In particular, in connection with any underwritten public offering by PG&E Corporation of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company its equity securities pursuant to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a an effective registration statement filed under the Securities Act covering of 1933, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any shares acquired under this award without the prior written consent of PG&E Corporation or its underwriters, for such proposed disposition and such disposition is made in accordance with period of time after the effective date of such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably as may be requested by PG&E Corporation or the Company, such Holder shall have furnished underwriters. If the Company with (A) an opinion sale of counsel, reasonably satisfactory to the Company, that such disposition will shares acquired under this award is not require registration registered under the Securities ActAct of 1933, (B) but an exemption is available which requires an investment or other representation and warranty, you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a “no action” letter from the SEC view to the effect that the proposed salesale or distribution thereof, pledge, and shall make such other representations and warranties as are deemed necessary or transfer of such Registrable Securities without registration will not result in a recommendation appropriate by the staff PG&E Corporation and its counsel. By your acceptance of the SEC award, you agree that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to while the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee Stock is subject to restrictions, you will not enter into a corresponding hedging transaction relating to PG&E Corporation's stock nor engage in any short sale of PG&E Corporation's stock. This prohibition shall not apply to transactions effected through PG&E Corporation's benefit plans that provide an opportunity to invest in Company stock or which provide compensation based on the terms price of this Section 1.2 Company stock. NO RETENTION This Agreement is not an employment agreement and RIGHTS does not give you the right to be retained by PG&E Corporation (or its subsidiaries). Except as if such transferee were otherwise provided in an original Holder hereunder. Each Holder consents to applicable employment agreement, the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between of its subsidiaries) reserves the Company right to terminate your employment at any time and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDfor any reason. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. The Optionee, by acceptance hereof, represents and warrants as follows: (a) Each Holder agrees not The Options and the right to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and purchase Shares hereunder is personal to the extent such Section is then applicableOptionee and shall not be transferred to any other person, and other than (i) there is then in effect a registration statement under by will or the Securities Act covering such proposed disposition laws of descent and such disposition is made in accordance with such registration statementdistribution, or (ii) such Holder shall have notified pursuant to a qualified domestic relations order as defined by the Company Code, or Title I of the proposed disposition Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. The Options shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionnot be subject to execution, andattachment or similar process. Any attempted transfer, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed saleassignment, pledge, hypothecation or transfer of such Registrable Securities without registration will not result in a recommendation by the staff other disposition of the SEC that action be taken with respect thereto; Options or (C) of any other evidence reasonably satisfactory to counsel rights granted hereunder contrary to the Company to the effect that the proposed sale, pledgeprovisions of this Section 11, or transfer the levy of any attachment or similar process upon the Registrable Securities may be effected without registration under the Securities ActOptions or such right, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Companynull and void. Notwithstanding the foregoing, no such registration statementthe Optionee may, opinion of counsel or “no action” letter shall be necessary for by delivering notice to the Corporation, in a transfer form satisfactory to an affiliate of the Corporation, designate a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership intereststhird party who, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 event of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent death of the Restricted Securities in order Optionee, shall thereafter be entitled to implement exercise the restrictions on transfer established in this Section 1.2Options. (b) Each certificate representing Registrable The Optionee has been advised and understands that the Options have been issued in reliance upon exemptions from registration under the Securities shall Act and applicable state statutes; the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state statutes and must be stamped held and may not be sold, transferred, or otherwise imprinted with legends substantially disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Options or the Shares under the Securities Act or the applicable state statutes; in the following forms (in addition to any legend required under applicable state securities lawsabsence of such registration, the Company’s charter documents or any other agreement between sale of the Company and Shares may be practicably impossible; the Holder thereof): (i) Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. SUCH SHARES THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR PLEDGED TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL EFFECTIVE REGISTRA TION OR OTHER EVIDENCE REASONABLY SATISFACTORY TO COMPLIANCE UNDER THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) SECURITIES ACT. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERA STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY RECORDS OF THE COMPANYCORPORATION. (c) The Company shall promptly reissue unlegended certificates at Regardless of whether the request offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any Holder thereof if state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such transfer is made pursuant to SEC Rule 144 Shares (including the placement of appropriate legends on stock certificates or the Holder shall have obtained an opinion imposition of counsel reasonably acceptable stop-transfer instructions) (“Restricted Stock”) if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Company to the effect that Securities Act, the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request laws of any Holder upon the termination of this Agreementstate or any other law.

Restrictions. (a) Each Subject to Section 1.11, each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.21.2 and Section 1.13, provided and to the extent such Section is Sections are then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, statement or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (EC) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) . THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees not No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any other manner transfer, any Registrable Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to make any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares Common Stock represented hereby are restricted by and are subject to all or any portion of the terms, conditions and provisions of that certain Stockholders Agreement, dated as of October 1, 2008, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.” (c) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and made (i) there is then in effect a pursuant to an effective registration statement under the Securities Act covering such proposed disposition or pursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and such disposition is made (ii) in accordance with such registration statementall applicable Laws (including, or without limitation, all securities laws). (iie) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the The restrictions on transfer established contained in this Section 1.2. (b) Each certificate representing Registrable Securities 2.1 shall be stamped or otherwise imprinted with legends substantially in expire on the following forms (in addition to any legend required under applicable state securities laws, first anniversary of the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination date of this Agreement.

Restrictions. The Optionee, by acceptance hereof, represents and warrants as follows: (a) Each Holder agrees not The Option and the right to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and purchase Shares hereunder is personal to the extent such Section is then applicableOptionee and shall not be transferred to any other person, and other than (i) there is then in effect a registration statement under by will or the Securities Act covering such proposed disposition laws of descent and such disposition is made in accordance with such registration statementdistribution, or (ii) such Holder pursuant to a domestic relations order. This Option shall have notified the Company not be collaterally assigned, pledged or hypothecated in any way (whether by operation of the proposed disposition law or otherwise) and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionnot be subject to execution, andattachment or similar process. Any attempted transfer, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed saleassignment, pledge, hypothecation or transfer of such Registrable Securities without registration will not result in a recommendation by the staff other disposition of the SEC that action be taken with respect thereto; Option or (C) of any other evidence reasonably satisfactory to counsel rights granted hereunder contrary to the Company to the effect that the proposed sale, pledgeprovisions of this Section 11, or transfer the levy of any attachment or similar process upon the Registrable Securities may be effected without registration under the Securities ActOption or such right, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Companynull and void. Notwithstanding the foregoing, no such registration statementthe Optionee may, opinion of counsel or “no action” letter shall be necessary for with approval by the Board and in a transfer form satisfactory to an affiliate of the Corporation, designate a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership intereststhird party who, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 event of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent death of the Restricted Securities in order Optionee, shall thereafter be entitled to implement exercise the restrictions on transfer established in this Section 1.2Option. (b) Each certificate representing Registrable The Optionee has been advised and understands that the Option and the resulting Shares issuable upon its exercise, is intended to be registered on a Registration Statement on Form S-8, resulting in the securities issuable hereunder being registered under the Securities shall Act of 1933, as amended (the “Securities Act”). However, in the absence of such registration, the Optionee has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the Shares have not been registered under the Securities Act or applicable state statutes and must be stamped held and may not be sold, transferred or otherwise imprinted with legends substantially disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Option or the Shares under the Securities Act or the applicable state statutes; in the following forms (in addition to any legend required under applicable state securities lawsabsence of such registration, the Company’s charter documents sale of the Shares may be practicably impossible; the Shares will bear a legend (on any certificate or any other agreement between book entry) in substantially the Company and following form restricting the Holder thereof): (i) sale of the Shares: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND OR BOOK ENTRY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. SUCH SHARES THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR PLEDGED TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF SUCH EFFECTIVE REGISTRATION OR UNLESS OTHER COMPLIANCE UNDER THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO SECURITIES ACT. THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERA STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY RECORDS OF THE COMPANYCORPORATION. (c) The Company shall promptly reissue unlegended certificates at Regardless of whether the request offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any Holder thereof if state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such transfer is made pursuant to SEC Rule 144 Shares (including the placement of appropriate legends on stock certificates or the Holder shall have obtained an opinion imposition of counsel reasonably acceptable stop-transfer instructions) (“Restricted Stock”) if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Company to the effect that Securities Act, the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request laws of any Holder upon the termination of this Agreementstate or any other law.

Restrictions. (a) Each Holder The Investor hereby agrees not to make sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or by operation of law, but excluding by way of merger or consolidation) any disposition of all or any portion of interest in the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.28.1 and Section 8.12, provided and to the extent such Section is Sections are then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition transfer and such disposition transfer is made in accordance with such registration statement, or (ii) such Holder the Investor shall have notified the Company of the proposed disposition transfer and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositiontransfer, and, if reasonably requested by the Company, such Holder Investor shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition transfer will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.28.1. (b) Each certificate representing Registrable Securities and each certificate issued in exchange for or upon the transfer of Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, laws or the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED AS A RESULT OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR LAWS. (ii) ” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT THAT CERTAIN INVESTOR RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 12, 2006, BY AND BETWEEN THE COMPANY AND THE STOCKHOLDERSHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof the Investor holding such certificate if such transfer is made pursuant to SEC Rule 144 or the Holder Investor shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification qualification, or legend. The Company shall promptly reissue a certificate without the legend referenced in clause pursuant to subsection (b)(iik) above at the request of any Holder upon the termination of this AgreementRule 144.

Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (asubject to the last sentence of this Section 2(b)) Each Holder agrees after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The GSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore's obligation to effect any Demand Filing or Underwritten Take▇▇▇▇ ▇▇quest pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or any portion Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the Registrable Securities unless and until first sentence of Section 2(a) if the transferee has agreed in writing for the benefit GSC Investors have not been able to sell at least 50% of the Company Subject Securities requested to be bound by this Section 1.2included in such registration and/or qualification or Underwritten Takedown Request. In addition, provided and a Demand Filing Statement shall not be deemed to the extent such Section is then applicable, and have been effected (i) there is then in effect unless a registration statement under with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act covering such proposed disposition or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such disposition is made prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statementstatement and/or prospectus and (y) in the case of any Shelf Registration, or 2 years (ii) such Holder shall have notified subject to extension at the Company request of the proposed disposition and shall have furnished the Company with a detailed statement GSC Investors if all of the circumstances surrounding Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by date on which the staff of the SEC has indicated that action be taken it is satisfied with respect thereto; or (C) any other evidence reasonably satisfactory the registration statement and all responses to counsel its comments and that it is prepared upon the proper filing of a pricing amendment to declare the Company to the effect that the proposed sale, pledgeregistration statement effective, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which Moore is a party are not satisfied, other than by reason of any b▇▇▇▇▇ or failure by the GSC Investors or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration s▇▇▇▇▇ent or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an affiliate and all cases enumerated underwritten Rule 144A offering or registered or qualified public offering of securities in clauses which the GSC Investors were offered piggy-back rights pursuant to Section 3 (A) – (E) that a "LOCK UP PERIOD"), Moore shall notify the transferee is subject GSC Investors of the basis therefore an▇ ▇▇▇ll not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent end of the Restricted Securities Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospec▇▇▇ no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that Moore may postpone the filing of any Registration Statement and/▇▇ ▇▇nadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "PENDING EVENT SUSPENSION PERIOD") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Moore (the "BOARD"), result in the Registration Statement, and any ▇▇▇▇▇ed Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to implement make the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially statements therein, in the following light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Moore has a bona fide business purpose for not then disclosing ▇▇▇ ▇xistence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pending or ▇▇ ▇urrently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): form unde▇ ▇▇▇ ▇▇▇urities Act appropriate for a public offering of such securities of Moore (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933other than a registration on Form S-8), AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made or in an underwritt▇▇ ▇ublic offering pursuant to SEC Rule 144 a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a "PENDING REGISTRATION SUSPENSION PERIOD") and, together with a Pending Event Suspension Period, a "BLACK OUT PERIOD"); PROVIDED, FURTHER, that any period suspended, including the Holder Effectiveness Period, shall have obtained an opinion be extended by the number of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced days in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementBlack Out Period occurring during such Period.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.21.2 and Section 1.12, provided and to the extent such Section is Sections are then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company either with (Ax) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (By) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; , or (Cz) any such other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities dispositions may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or counsel, “no action” letter or other evidence shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired former partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders shareholders in accordance with their interests in the corporationcorporation or to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (D) in the case of Beacon, to an Affiliate, or (E) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.12 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, laws or the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) ” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERSHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.”

Restrictions. The holder of this Option, by acceptance hereof, represents and warrants as follows: (a) Each Holder agrees This Option and the right to purchase Common Stock hereunder is personal to the holder and shall not be transferred to make any disposition other person, other than by will or the laws of all descent and distribution or any portion pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Registrable Securities unless and until the transferee has agreed in writing for the benefit Employee Retirement Income Security Act of the Company to be bound by this Section 1.21974, provided and to the extent such Section is then applicable, and as amended (i) 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"ERISA"), or by the rules thereunder. The Option shall not be assigned, pledged or hypothecated in any way (iiwhether by operation of law or otherwise) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionnot be subject to execution, andattachment or similar process. Any attempted transfer, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed saleassignment, pledge, hypothecation or transfer of such Registrable Securities without registration will not result in a recommendation by the staff other disposition of the SEC that action be taken with respect thereto; Option or (C) of any other evidence reasonably satisfactory to counsel rights granted hereunder contrary to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms provisions of this Section 1.2 as if 7, or the levy of any attachment or similar process upon the Option or such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records right, shall be null and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2void. (b) Each certificate representing Registrable The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities shall Act and applicable state statutes; the exercise of the Option and resale of the Option and the Common Stock have not been registered under the Securities Act or applicable state statutes and must be stamped held and may not be sold, transferred, or otherwise imprinted with legends substantially disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available; except as set forth herein, the Corporation is under no obligation to register the Option or the Common Stock under the Securities Act or the applicable state statutes; in the following forms (in addition to any legend required under applicable state securities lawsabsence of such registration, the Company’s charter documents sale of the Option or any other agreement between the Company Common Stock may be practicably impossible; the Corporation's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer of the Option and the Holder thereof): (i) Common Stock and any certificate issued upon exercise of the Option representing the Common Stock will bear on its face a legend in substantially the following form restricting the sale of the Common Stock: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. SUCH SHARES THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR PLEDGED TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF SUCH EFFECTIVE REGISTRATION OR UNLESS OTHER COMPLIANCE UNDER THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYSECURITIES ACT. (c) The Company shall promptly reissue unlegended certificates at Prior to one year from the request of any Holder date the Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to transfer the Common Stock unless the holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained provides an opinion of legal counsel reasonably acceptable satisfactory to the Company Corporation or a "no action" letter or interpretive response from the staff of the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such opinion letter or response states that the Common Stock are free of any restrictions under the Securities Act, the Corporation may refuse to transfer the Common Stock to any transferee who does not furnish in writing to the Corporation the same representations and agree to the same conditions with respect to such Common Stock as are set forth herein. Notwithstanding any of the foregoing, the Corporation may refuse to transfer the Common Stock if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (d) After one year but prior to two years from the date the incentive Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to transfer the Common Stock unless the holder either (i) meets the requirements of Subparagraph (b) above; or (ii) sells such Common Stock in accordance with Rule 144 and furnishes to the Corporation written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the holder of such Common Stock and the securities proposed broker-dealer to or through which such Common Stock are being sold. No opinion of counsel for the holder of the Common Stock shall be disposed required respecting sales in reliance on Rule 144 pursuant to Clause (ii) of may lawfully be disposed of without registrationthis Subparagraph (d). (e) After two years from the date that the Option has been exercised and the Common Stock fully paid for, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at Corporation shall, upon the written request of any Holder upon persons who have held the termination Common Stock for one year (excluding any tolling period provided for by Rule 144) and who is not, and has not been during the preceding three months, an affiliate of this Agreementthe Corporation, re-issue to such holder in such names and denominations as the holder shall request, one or more certificates for the Common Stock without any restriction whatsoever on their further transfer and cancel any and all stop transfer instructions regarding such Common Stock on the books and records of the Corporation.

Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (asubject to the last sentence of this Section 2(b)) Each Holder agrees after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇▇ obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all or any portion Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the Registrable Securities unless and until the transferee first sentence of Section 2(a) if CLGI has agreed in writing for the benefit not been able to sell at least 50% of the Company Subject Securities requested to be bound by this Section 1.2included in such registration and/or qualification. In addition, provided and a Demand Filing Statement shall not be deemed to the extent such Section is then applicable, and have been effected (i) there is then in effect unless a registration statement under with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act covering such proposed disposition or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such disposition is made prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, or (ii) such Holder shall have notified with respect to any Shelf Registration, 270 days after the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by date on which the staff of the SEC has indicated that action be taken it is satisfied with respect thereto; or (C) any other evidence reasonably satisfactory the registration statement and all responses to counsel its comments and that it is prepared upon the proper filing of a pricing amendment to declare the Company to the effect that the proposed sale, pledgeregistration statement effective, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which ▇▇▇▇▇ is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an affiliate underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a "Lock Up Period"), ▇▇▇▇▇ shall notify CLGI of the basis therefore and all cases enumerated in clauses (A) – (E) that shall not be required to notify the transferee is subject holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent end of the Restricted Securities Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that ▇▇▇▇▇ may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "Pending Event Suspension Period") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of ▇▇▇▇▇ (the "Board"), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to implement make the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially statements therein, in the following light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, ▇▇▇▇▇ has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that ▇▇▇▇▇, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between form under the Company and the Holder thereof): Securities Act appropriate for a public offering of such securities of ▇▇▇▇▇ (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933other than a registration on Form S-8), AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made or in an underwritten public offering pursuant to SEC Rule 144 a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a "Pending Registration Suspension Period") and, together with a Pending Event Suspension Period, a "Black Out Period"); provided, further, that any period suspended, including the Holder Effectiveness Period, shall have obtained an opinion be extended by the number of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced days in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementBlack Out Period occurring during such Period.

Restrictions. Each such Selling Stockholder severally covenants and agrees that (i) it will not offer or sell any Resale Securities under the Resale Registration Statement until it has acknowledged receipt of copies of the Resale Prospectus as then amended or supplemented as contemplated by Section 3.1 and notice from Serologicals that the Resale Registration Statement and any post-effective amendments thereto have become effective; (ii) upon receipt of any notice from Serologicals contemplated by Section 3.1 or the receipt of a notice from Serologicals of the happening of an event as a result of which (a) Each Holder agrees not the Resale Registration Statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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, statements therein not misleading or (iib) such Holder shall have notified the Company Resale Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the proposed disposition and shall have furnished the Company with a detailed statement statements therein, in light of the circumstances surrounding under which they were made, not misleading, the proposed dispositionSelling Stockholders shall not offer or sell any Resale Securities pursuant to the Resale Registration Statement until the Selling Stockholders receive copies of a supplemented or amended Resale Prospectus and receive notice that any post-effective amendment has become effective, and, if reasonably requested so directed by Serologicals, each Selling Stockholder will deliver to Serologicals (at the expense of Serologicals) all copies in its possession, other than permanent file copies then in such Selling Stockholder's possession, of the Resale Prospectus as amended or supplemented at the time of receipt of such notice; (iii) the Selling Stockholders and any of its beneficial owners, officers, directors or affiliates, if any, will comply with the provisions of Regulation M promulgated by the Company, such Holder shall have furnished the Company SEC as applicable to them in connection with (A) an opinion sales of counsel, reasonably satisfactory Resale Securities pursuant to the CompanyResale Registration Statement; (iv) each Selling Stockholder and any of its beneficial owners, that such disposition officers, directors or affiliates, if any, will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance comply with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 prospectus delivery requirements of the Securities Act, provided Act as applicable to them in the case connection with sales of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject Resale Securities pursuant to the terms Resale Registration Statement; and (v) each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will enter into such written agreements as Serologicals shall reasonably request to ensure compliance with clause (iv) and (v) above. Notwithstanding any provision in this Rights Agreement to the contrary, Serologicals shall have no obligation under or pursuant to Section 2 or Section 3 of this Rights Agreement with respect to any Selling Stockholder who violates the provisions of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.23.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. The holder of this Option, by acceptance hereof, represents and warrants as follows: (a) Each Holder agrees not This Option and the right to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and purchase Shares hereunder is personal to the extent such Section is then applicableholder and shall not be transferred to any other person, and other than (i) there is then in effect a registration statement under by will or the Securities Act covering such proposed disposition laws of descent and such disposition is made in accordance with such registration statementdistribution, or (ii) such Holder shall have notified pursuant to a qualified domestic relations order as defined by the Company Code, or Title I of the proposed disposition Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionnot be subject to execution, andattachment or similar process. Any attempted transfer, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed saleassignment, pledge, hypothecation or transfer of such Registrable Securities without registration will not result in a recommendation by the staff other disposition of the SEC that action be taken with respect thereto; Option or (C) of any other evidence reasonably satisfactory to counsel rights granted hereunder contrary to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms provisions of this Section 1.2 as if 7, or the levy of any attachment or similar process upon the Option or such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records right, shall be null and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2void. (b) Each certificate representing Registrable The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities shall Act and applicable state statutes; the Shares have not been registered under the Securities Act or applicable state statutes and must be stamped held and may not be sold, transferred, or otherwise imprinted with legends substantially disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Option or the Shares under the Securities Act or the applicable state statutes; in the following forms (in addition to any legend required under applicable state securities lawsabsence of such registration, the Company’s charter documents or any other agreement between sale of the Company and Shares may be practicably impossible; the Holder thereof): (i) Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, CERTAIN RESTRICTIONS ON TRANSFERABILITY AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED SET FORTH IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERA STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY RECORDS OF THE COMPANYCORPORATION. (c) The Company shall promptly reissue unlegended certificates at Regardless of whether the request offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any Holder thereof if state, the Corporation at its discretion may impost restrictions upon the sale, pledge or other transfer of such transfer is made pursuant to SEC Rule 144 Shares (including the placement of appropriate legends on stock certificates or the Holder shall have obtained an opinion imposition of counsel reasonably acceptable stop-transfer instructions) if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Company to the effect that Securities Act, the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request laws of any Holder upon the termination of this Agreementstate or any other law.

Restrictions. (a) Each Holder agrees not Notwithstanding the other provisions of this Clause 14, a Party may disclose Confidential Information which would otherwise be subject to make any disposition the provisions of all or any portion of the Registrable Securities unless Clause 14.1, and until the transferee has agreed may retain Confidential Information referred to in writing for the benefit of the Company to be bound by this Section 1.2Clause 14.3, provided if and to the extent such Section is then applicable, and extent: (i) there it is then required by applicable law to which such Party is subject or for the purpose of any judicial proceedings; (ii) it is required by any Authority to which it is subject or submits (whether or not the requirement for information has the force of law); (iii) it is disclosed on a strictly confidential basis to its Associated Companies, its Representatives (or to the Representatives of its Associated Companies) or a bona fide purchaser of Shares on a need to know basis; (iv) it was lawfully in effect a registration statement its possession or in the possession of any of its Associated Companies or Representatives (in either case as evidenced by written records) free of any restriction as to its use or disclosure prior to it being so disclosed; (v) the information has come into the public domain through no fault of that Party or any of its Associated Companies or Representatives; (vi) each of the other Parties concerned has given prior written consent to the disclosure; or (vii) it is required to enable that Party to perform this Agreement or enforce its rights under this Agreement, and provided that, to the Securities Act covering such proposed disposition extent permitted by applicable law and such disposition is made otherwise reasonable and practicable in accordance with such registration statementthe circumstances, any Confidential Information to be disclosed in reliance on paragraphs (i) or (ii) such Holder above shall have notified the Company be disclosed only after consultation with each of the proposed disposition other Parties concerned and the Party intending to disclose the Confidential Information shall have furnished take into account the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, reasonable comments or transfer requests of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2Parties. (b) Each certificate representing Registrable Securities of the Parties agrees that it shall be stamped or otherwise imprinted with legends substantially not use Confidential Information for any purpose other than in relation to the following forms proper performance of its obligations and exercise of its rights under this Agreement (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (itransactions contemplated hereby) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYor in connection with the Business. (c) Each of the Parties undertakes that it shall only disclose Confidential Information to any of its Associated Companies and Representatives if it is reasonably required for the purposes connected with this Agreement and only if the relevant Associated Company or Representative is informed of the confidential nature of the Confidential Information and accepts equivalent restrictions to those accepted by the Party who discloses the Confidential Information. (d) The Company restrictions contained in this Clause 14.2 shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant continue to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the apply after termination of this AgreementAgreement without limit in time.

Restrictions. (a) Each Holder Subject to the provisions of Section 1(f) of this Agreement, the Shareholder agrees that, during the period commencing on the date on which the Company has given the Repurchase Notice to the Shareholder and ending on the Company-Scheduled Closing Date, the Shareholder shall not exercise its conversion rights with respect to make that number of Preferred Shares equal to the number of Notice Shares, and any disposition notice of all or any portion conversion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested Preferred Shares actually given by the Company, Shareholder during such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities period shall be entitled deemed ineffective for all purposes. The Shareholder acknowledges that it would be unable to perform its obligations under this Agreement if it were to sell, pledgeassign, dispose of, convey or transfer such Restricted Securities in accordance with any Preferred Shares as to which the terms of Company has the notice given by the Holder Repurchase Right or any interest therein to any person other than the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall In order that the Shareholder will be stamped or otherwise imprinted with legends substantially assured of the benefit of this Agreement, the Company agrees not to exercise its right to redeem the Preferred Shares set forth in Section 5 of the following forms (in addition Articles Supplementary at any time prior to the expiration of the Exercise Period or, if the Company exercises the Repurchase Right as to any legend required under applicable state securities lawsof the Preferred Shares, prior to the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY-Scheduled Closing Date as to those Preferred Shares to be so repurchased. (c) The Company shall promptly reissue unlegended certificates at not be required (i) to transfer on its books any Preferred Shares which shall have been sold, assigned, disposed of, conveyed or transferred by the request Shareholder in violation of any Holder thereof if of the provisions set forth in this Agreement, or (ii) to treat as owner of such transfer is made pursuant Preferred Shares or to SEC Rule 144 accord the right to vote as such owner or the Holder to pay dividends to any transferee to whom such Preferred Shares shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementbeen so transferred.

Restrictions. The Company shall not, without the ------------ prior written consent of either (a1) Each Holder agrees not to make any disposition the holders of all or any portion a majority of the Registrable Securities unless and until Shares held by WCAS VII or (2) the transferee has agreed in writing for the benefit holders of a majority of the Company to Shares held by GTCR; provided that no action which would result in either WCAS VII or GTCR being affected differently in any manner than the other, may be bound by this Section 1.2, provided and to taken unless such action has the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company prior written consent of the proposed disposition and shall have furnished the Company with holders of a detailed statement majority of the circumstances surrounding Shares held by WCAS VII and the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion holders of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff majority of the SEC Shares held by GTCR; it being understood that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to so long as there are two representatives designated by each of WCAS VII and GTCR on the Company to the effect that the proposed sale, pledge, or transfer Board of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities Directors in accordance with the terms of the notice given Stockholders Agreement, then (a) the consent of the holders of a majority of the Shares held by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter WCAS VII shall be necessary for a transfer deemed to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in have been given when the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 unanimous approval of the Securities ActDirectors designated by WCAS VII has been obtained, provided in the case of a transfer to an affiliate as evidenced by written minutes or board resolutions and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities the consent of the holders of a majority of the Shares held by GTCR shall be stamped deemed to have been given when the unanimous approval of the Directors designated by GTCR has been obtained, as evidence by written minutes or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof):board resolutions; (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933directly or indirectly declare or pay any dividends or make any distributions upon any of its equity securities, AS AMENDED. SUCH SHARES MAY NOT BE SOLDother than payments of dividends on, TRANSFERREDor redemption payments in respect of, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.the Class A Preferred Stock pursuant to the Certificate of Incorporation; (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERexcept (x) for redemptions or purchases of the Class A Preferred Stock pursuant to the Certificate of Incorporation of the Company, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.(y) for repurchases, redemptions or acquisitions of equity securities pursuant to agreements in effect as of the date hereof with the Company's employees or directors in effect on the date hereof and (z) in connection with the exercise by the holder of any minority interest in a Subsidiary of its rights under a "put," repurchase or similar arrangement with the Company or any Subsidiary in effect as of the date hereof, directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the Company's equity securities (including, without limitation, warrants, options and other rights to acquire equity securities); (ciii) The except for the issuance of equity securities (x) under any stock option plan or other benefit plan or arrangement approved by the Board of Directors of the Company shall promptly reissue unlegended certificates at or (y) upon the request exercise of preemptive rights or warrants authorized as of the date hereof, authorize, issue, sell or enter into any Holder thereof if such transfer is made pursuant agreement providing for the issuance (contingent or otherwise), or permit any Subsidiary to SEC Rule 144 authorize, issue, sell or enter into any agreement providing for the Holder shall have obtained an opinion issuance (contingent or otherwise) of, (a) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable for equity securities, issued in connection with the issuance of counsel reasonably acceptable equity securities or containing profit participation features) or (b) any equity securities (or any securities convertible into or exchangeable for any equity securities) or rights to acquire any equity securities, other than the issuance of equity securities by a Subsidiary to the Company or another Subsidiary; (iv) merge or consolidate with any person or permit any Subsidiary to merge or consolidate with any person (other than a wholly owned Subsidiary); (v) sell, lease or otherwise dispose of, or permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of the consolidated assets of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with generally accepted accounting principles consistently applied, or fair market value, determined by the Board of Directors in its reasonable good faith judgment) in any transaction or series of related transactions (other than sales of inventory in the ordinary course of business); (vi) liquidate, dissolve or effect that a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization in partnership form); (vii) acquire, or permit any Subsidiary to acquire, any interest in any business (whether by a purchase of assets, purchase of stock, merger otherwise), or enter into any joint venture; (viii) enter into, or permit any Subsidiary to enter into, the securities proposed to be disposed of may lawfully be disposed of without registrationownership, qualification active management or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request operation of any Holder upon business other than the termination ownership and operation of businesses engaged as rehabilitation hospitals or specialty long-term hospitals or engaged in rehabilitation services or contract therapy services or related businesses; (ix) enter into, or permit any Subsidiary to enter into, any transaction with any of its or any Subsidiary's officers, directors, employees or Affiliates or any individual related by blood, marriage or adoption to any such person (a "Relative") or any entity in which any such person or individual owns a beneficial interest (a "Related Entity"), except for normal employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this AgreementAgreement and the Ancillary Agreements; or (x) create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, indebtedness exceeding the amounts approved therefor by the Board in the annual budget.

Restrictions. (a) Each Holder agrees not to make No Equityholder shall sell, assign, pledge, or in any disposition of all manner, transfer any Equity Securities or any portion right or interest therein, to any Person (each such action, a "Transfer") except for Permitted Transfers. (b) From and after the date hereof, all certificates representing shares of Common Stock held by any Stockholder shall bear a legend which shall state as follows: The shares represented by this certificate are subject to certain restrictions against transfer set forth in an Equityholders Agreement, dated as of February 9, 1998, as may be amended from time to time. A copy of such Equityholders Agreement has been filed in the Registrable Securities unless and until the transferee has agreed in writing for the benefit chief executive office of the Company in the State of Michigan, where the same may be inspected daily during business hours. (c) In addition to the legend required by Section 2.1(b) above, all certificates representing shares of Common Stock held by any of the Stockholders shall bear a legend which shall state as follows: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and such shares may not be bound offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States. (d) Promptly upon the execution and delivery of this Agreement, each Stockholder currently holding shares of Common Stock shall deliver to the Secretary of Plastics all certificates then held by such Stockholder representing such shares of Common Stock which do not have such legends affixed thereto as are required by this Section 1.2, provided 2.1. Plastics shall cause such legends to be affixed promptly to each of such certificates and such certificates to be returned promptly to the extent registered holder thereof. (e) The Company and Plastics, agree that it will not cause or permit the Transfer of any Equity Securities to be made on its books unless the Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (f) Each Equityholder agrees that it will not effect any Transfer of Equity Securities unless such Section Transfer is then applicable, and made (i) there is then in effect a pursuant to an effective registration statement under the Securities Act covering such proposed disposition or pursuant to an exemption from the registration requirements of the Securities Act and such disposition is made (ii) in accordance with such registration statement, or (ii) such Holder shall have notified the Company any applicable securities laws of any State of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2United States. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.21.2 and Section 1.14, provided and to the extent such Section is Sections are then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, statement or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders shareholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (ED) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, laws or the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) ” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERSHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification qualification, or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (asubject to the last sentence of this Section 2(b)) Each Holder agrees after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇'▇ obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all or any portion Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the Registrable Securities unless and until the transferee first sentence of Section 2(a) if CLGI has agreed in writing for the benefit not been able to sell at least 50% of the Company Subject Securities requested to be bound by this Section 1.2included in such registration and/or qualification. In addition, provided and a Demand Filing Statement shall not be deemed to the extent such Section is then applicable, and have been effected (i) there is then in effect unless a registration statement under with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act covering such proposed disposition or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such disposition is made prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, or (ii) such Holder shall have notified with respect to any Shelf Registration, 270 days after the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by date on which the staff of the SEC has indicated that action be taken it is satisfied with respect thereto; or (C) any other evidence reasonably satisfactory the registration statement and all responses to counsel its comments and that it is prepared upon the proper filing of a pricing amendment to declare the Company to the effect that the proposed sale, pledgeregistration statement effective, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which ▇▇▇▇▇ is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an affiliate underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a "LOCK UP PERIOD"), ▇▇▇▇▇ shall notify CLGI of the basis therefore and all cases enumerated in clauses (A) – (E) that shall not be required to notify the transferee is subject holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent end of the Restricted Securities Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that ▇▇▇▇▇ may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "PENDING EVENT SUSPENSION PERIOD") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of ▇▇▇▇▇ (the "Board"), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to implement make the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially statements therein, in the following light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, ▇▇▇▇▇ has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that ▇▇▇▇▇, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between form under the Company and the Holder thereof): Securities Act appropriate for a public offering of such securities of ▇▇▇▇▇ (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933other than a registration on Form S-8), AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made or in an underwritten public offering pursuant to SEC Rule 144 a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a "PENDING REGISTRATION SUSPENSION PERIOD") and, together with a Pending Event Suspension Period, a "BLACK OUT PERIOD"); PROVIDED, FURTHER, that any period suspended, including the Holder Effectiveness Period, shall have obtained an opinion be extended by the number of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced days in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementBlack Out Period occurring during such Period.

Restrictions. The holder of this Option, by acceptance hereof, represents and warrants as follows: (a) Each Holder agrees not This Option and the right to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and purchase Shares hereunder is personal to the extent such Section is then applicableholder and shall not be transferred to any other person, and other than (i) there is then in effect a registration statement under by will or the Securities Act covering such proposed disposition laws of descent and such disposition is made in accordance with such registration statementdistribution, or (ii) such Holder shall have notified pursuant to a qualified domestic relations order as defined by the Company Code, or Title I of the proposed disposition Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionnot be subject to execution, andattachment or similar process. Any attempted transfer, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed saleassignment, pledge, hypothecation or transfer of such Registrable Securities without registration will not result in a recommendation by the staff other disposition of the SEC that action be taken with respect thereto; Option or (C) of any other evidence reasonably satisfactory to counsel rights granted hereunder contrary to the Company to the effect that the proposed sale, pledgeprovisions of this Paragraph 7, or transfer the levy of any attachment or similar process upon the Registrable Securities may be effected without registration under the Securities ActOption or such right, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate null and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2void. (b) Each certificate representing Registrable The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities shall Act and applicable state statutes; the Shares have not been registered under the Securities Act or applicable state statutes and must be stamped held and may not be sold, transferred, or otherwise imprinted with legends substantially disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Option or the Shares under the Securities Act or the applicable state statutes; in the following forms (in addition to any legend required under applicable state securities lawsabsence of such registration, the Company’s charter documents or any other agreement between sale of the Company and Shares may be practicably impossible; the Holder thereof): (i) Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED SET FORTH IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERA STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY RECORDS OF THE COMPANYCORPORATION. (c) The Company shall promptly reissue unlegended certificates at Regardless of whether the request offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any Holder thereof if state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such transfer is made pursuant to SEC Rule 144 Shares (including the placement of appropriate legends on stock certificates or the Holder shall have obtained an opinion imposition of counsel reasonably acceptable stop-transfer instructions) if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Company to the effect that Securities Act, the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request laws of any Holder upon the termination of this Agreementstate or any other law.

Restrictions. The holder of this Option, by acceptance hereof, represents and warrants as follows: (a) Each Holder agrees not This Option and the right to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and purchase Shares hereunder is personal to the extent such Section is then applicableholder and shall not be transferred to any other person, and other than (i) there is then in effect a registration statement under by will or the Securities Act covering such proposed disposition laws of descent and such disposition is made in accordance with such registration statementdistribution, or (ii) such Holder shall have notified pursuant to a qualified domestic relations order as defined by the Company Code, or Title I of the proposed disposition Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionnot be subject to execution, andattachment or similar process. Any attempted transfer, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed saleassignment, pledge, hypothecation or transfer of such Registrable Securities without registration will not result in a recommendation by the staff other disposition of the SEC that action be taken with respect thereto; Option or (C) of any other evidence reasonably satisfactory to counsel rights granted hereunder contrary to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms provisions of this Section 1.2 as if 7, or the levy of any attachment or similar process upon the Option or such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records right, shall be null and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2void. (b) Each certificate representing Registrable The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities shall Act and applicable state statutes; the Shares have not been registered under the Securities Act or applicable state statutes and must be stamped held and may not be sold, transferred, or otherwise imprinted with legends substantially disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Option or the Shares under the Securities Act or the applicable state statutes; in the following forms (in addition to any legend required under applicable state securities lawsabsence of such registration, the Company’s charter documents or any other agreement between sale of the Company and Shares may be practicably impossible; the Holder thereof): (i) Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. SUCH SHARES THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR PLEDGED TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF SUCH EFFECTIVE REGISTRATION OR UNLESS OTHER COMPLIANCE UNDER THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO SECURITIES ACT. THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERA STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY RECORDS OF THE COMPANYCORPORATION. (c) The Company shall promptly reissue unlegended certificates at Regardless of whether the request offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any Holder thereof if state, the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such transfer is made pursuant to SEC Rule 144 Shares (including the placement of appropriate legends on stock certificates or the Holder shall have obtained an opinion imposition of counsel reasonably acceptable stop-transfer instructions) if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Company to the effect that Securities Act, the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request laws of any Holder upon the termination of this Agreementstate or any other law.

Restrictions. (ai) Each Holder agrees not Any attempted Transfer of Corporation Securities prior to make any disposition of all the Restriction Release Date, or any portion attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Registrable Securities unless Restriction Release Date, shall be prohibited and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and void ab initio to the extent that, as a result of such Section Transfer (or any series of Transfers of which such Transfer is then applicablea part), and either (i1) there is then in effect any Person or group of Persons shall become a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementFive-Percent Shareholder, or (ii2) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their Percentage Stock Ownership interest in the limited liability companyCorporation of any Five-Percent Shareholder shall be increased; provided, (C) a corporation to its stockholders in accordance with their interests however, that nothing herein contained shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange, Inc. in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDCorporation Securities. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERIf, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request as a result of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable Acquisition Issuance prior to the Company Restriction Release Date, any Person or group of Persons would become a Five-Percent Shareholder, then, notwithstanding anything in the agreement governing the terms of the relevant acquisition to the effect contrary, the Corporation shall not deliver to the Person that would otherwise be entitled to receive the securities proposed Corporation Securities in such Acquisition Issuance (the “Purported Holder”) the minimum number of Corporation Securities otherwise deliverable in the Acquisition Issuance such that such Person or group of Persons shall not become a Five-Percent Shareholder (“Excess Issued Securities”). Any and all such Excess Issued Securities shall instead be delivered to be disposed the Agent for sale in accordance with paragraph (d)(ii) of may lawfully be disposed this Article FOURTH. Any attempted or purported delivery of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced Excess Issued Securities in violation of this clause (b)(iiii) above at the request of any Holder upon the termination of this Agreementshall be void ab initio.

Restrictions. The holder of this Option, by acceptance hereof, represents and warrants as follows: (a) Each Holder agrees This Option and the right to purchase Common Stock hereunder is personal to the holder and shall not be transferred to make any disposition other person, other than by will or the laws of all descent and distribution or any portion pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Registrable Securities unless and until the transferee has agreed in writing for the benefit Employee Retirement Income Security Act of the Company to be bound by this Section 1.21974, provided and to the extent such Section is then applicable, and as amended (i) 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"ERISA"), or by the rules thereunder. The Option shall not be assigned, pledged or hypothecated in any way (iiwhether by operation of law or otherwise) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionnot be subject to execution, andattachment or similar process. Any attempted transfer, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed saleassignment, pledge, hypothecation or transfer of such Registrable Securities without registration will not result in a recommendation by the staff other disposition of the SEC that action be taken with respect thereto; Option or (C) of any other evidence reasonably satisfactory to counsel rights granted hereunder contrary to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms provisions of this Section 1.2 as if 7, or the levy of any attachment or similar process upon the Option or such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records right, shall be null and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2void. (b) Each certificate representing Registrable The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities shall Act and applicable state statutes; the exercise of the Option and resale of the Option and the Common Stock have not been registered under the Securities Act or applicable state statutes and must be stamped held and may not be sold, transferred, or otherwise imprinted with legends substantially disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available; except as set forth herein, the Corporation is under no obligation to register the Option or the Common Stock under the Securities Act or the applicable state statutes; in the following forms (in addition to any legend required under applicable state securities lawsabsence of such registration, the Company’s charter documents sale of the Option or any other agreement between the Company Common Stock may be practicably impossible; the Corporation's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer of the Option and the Holder thereof): (i) Common Stock and any certificate issued upon exercise of the Option representing the Common Stock will bear on its face a legend in substantially the following form restricting the sale of the Common Stock: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. SUCH SHARES THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, SOLD OR PLEDGED TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF SUCH EFFECTIVE REGISTRATION OR UNLESS OTHER COMPLIANCE UNDER THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYSECURITIES ACT. (c) The Company shall promptly reissue unlegended certificates at Prior to one year from the request of any Holder date the Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to transfer the Common Stock unless the holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained provides an opinion of legal counsel reasonably acceptable satisfactory to the Company Corporation or a "no action" letter or interpretive response from the staff of the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such opinion letter or response states that the Common Stock are free of any restrictions under the Securities Act, the Corporation may refuse to transfer the Common Stock to any transferee who does not furnish in writing to the Corporation the same representations and agree to the same conditions with respect to such Common Stock as are set forth herein. Notwithstanding any of the foregoing, the Corporation may refuse to transfer the Common Stock if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (d) After one year but prior to two years from the date the Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to transfer the Common Stock unless the holder either (i) meets the requirements of Subparagraph (b) above; or (ii) sells such Common Stock in accordance with Rule 144 and furnishes to the Corporation written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the holder of such Common Stock and the securities proposed broker-dealer to or through which such Common Stock are being sold. No opinion of counsel for the holder of the Common Stock shall be disposed required respecting sales in reliance on Rule 144 pursuant to Clause (ii) of may lawfully be disposed this Subparagraph (d). (e) After two years from the date of without registrationthe Option has been exercised and the Common Stock fully paid for, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at Corporation shall, upon the written request of any Holder upon persons who have held the termination Common Stock for one year (excluding any tolling period provided for by Rule 144) and who is not, and has not been during the preceding three months, an affiliate of this Agreementthe Corporation, re-issue to such holder in such names and denominations as the holder shall request, one or more certificates for the Common Stock without any restriction whatsoever on their further transfer and cancel any and all stop transfer instructions regarding such Common Stock on the books and records of the Corporation.

Restrictions. (a) Each Holder agrees not The shares of Restricted Stock are awarded to make any disposition of all or any portion of the Registrable Securities unless and until Grantee on the transferee has agreed condition that the Grantee remain in writing for the benefit employment of the Company to be bound by this Section 1.2, provided and to or a Subsidiary throughout the extent such Section is then applicable, and Forfeiture Period (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2defined below). (b) Each certificate representing Registrable Securities The Forfeiture Period for the shares of Restricted Stock awarded pursuant to this Agreement shall be stamped or otherwise imprinted with legends substantially in expire as of the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof):later of: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.the third anniversary of the date of this Agreement; and (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERthe last day of the Company’s single fiscal year during which the Company has both (A) net sales from operations of at least $______________, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYand (B) operating income of at least ___ percent of net sales, excluding FAS 123R stock-based compensation expense and any one-time extraordinary expenses incurred in connection with an acquisition, merger or other business combination. The determination of whether the conditions of (ii)(A) and (ii)(B) above have been satisfied shall be made by the Committee and approved by the Board at the Committee’s and Board’s sole discretion. If the conditions in (ii)(A) and (ii)(B) above are not satisfied by the last day of the fifth full fiscal year after the date of this Agreement, then this Agreement shall expire and the Grantee shall forfeit the shares of Restricted Stock granted pursuant to this Agreement. (c) The Company shall promptly reissue unlegended certificates at During the request Forfeiture Period, the shares of Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of, and the Grantee agrees not to sell, exchange, transfer, pledge or otherwise dispose of any Holder thereof if of such transfer is made pursuant shares, or attempt to SEC Rule 144 or do so, during the Holder shall have obtained an opinion of counsel reasonably acceptable Forfeiture Period. (d) During the Forfeiture Period, the Committee, in its discretion, but subject to approval by the Company to the effect that the securities proposed to be disposed of Board, may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above modify and/or terminate this Agreement at the request of any Holder upon the termination of this Agreementtime and for any reason.

Restrictions. (a) Each Holder agrees not No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any other manner transfer, any Registrable Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to make any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares Common Stock represented hereby are restricted by and are subject to all or any portion of the terms, conditions and provisions of that certain Stockholders Agreement, dated as of [ ], 2008, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.” (c) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and made (i) there is then in effect a pursuant to an effective registration statement under the Securities Act covering such proposed disposition or pursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and such disposition is made (ii) in accordance with such registration statementall applicable Laws (including, or without limitation, all securities laws). (iie) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the The restrictions on transfer established contained in this Section 1.2. (b) Each certificate representing Registrable Securities 2.1 shall be stamped or otherwise imprinted with legends substantially in expire on the following forms (in addition to any legend required under applicable state securities laws, first anniversary of the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination date of this Agreement.

Restrictions. [This Section 3 shall only apply if the Restricted Shares are subject to forfeiture and otherwise shall be deleted but marked “Intentionally Omitted.”] To the extent that the Restricted Shares remain subject to restrictions set forth in this Section 3, such restrictions shall lapse in the event of a Change in Control, as defined and subject to the conditions set forth in the Plan. (a) Each Holder agrees not to make any disposition of all Except as provided in Sections 2(c) and 3(b), if the Participant's employment with or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and other service to the extent such Section is Corporation or a Subsidiary terminates during the Restriction Period, then applicableeffective upon the date of termination, and (i) there is then in effect all Restricted Shares which are not vested shall automatic-ally be forfeited to the Corporation. Employment or other service will not be deemed to have terminated for this purpose by reason of a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company leave of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested absence approved by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2Committee. (b) Each certificate representing Registrable Securities If the Participant retires from active service with the Corporation or a Subsidiary under the terms of the Kaman Corporation Employees' Pension Plan during the Restriction Period, effective upon retirement the Restricted Shares which are not vested will automatically be forfeited to the Corporation; except that, the Committee may, in its sole discretion, allow all restrictions set forth in this Section 3 to lapse in their entirety with respect to the Restricted Shares which thereupon shall be stamped or otherwise imprinted vested. If the restrictions are allowed to lapse, certificates for the vested shares will be delivered in accordance with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYsection 2(b). (c) The Company shall promptly reissue unlegended certificates None of the Restricted Shares, nor the Participant's interest in any of the Restricted Shares, may be encumbered, sold, assigned, transferred, pledged or otherwise disposed of at any time during the request Restriction Period. In the event of any Holder thereof such action, all then Restricted Shares shall automatically be forfeited to the Corporation effective upon the date of such event. The Participant will repay to the Corporation all dividends, if such transfer is made any, paid on or after the date of the event with respect to the forfeited shares. (d) If the Participant at any time forfeits Restricted Shares pursuant to SEC Rule 144 this Agreement, the certificate or certificates for such Restricted Shares will be delivered by the Holder shall have obtained an opinion of counsel reasonably acceptable Custodian to the Company Corporation. All of the Participant's rights to and interest in the Restricted Shares shall terminate upon forfeiture without payment of consideration. (e) The Participant shall sign and deliver to the effect that Corporation the securities proposed stock powers attached hereto relating to be disposed the Restricted Shares. If Restricted Shares are forfeited under this Agreement, the Corporation shall direct the Transfer Agent and Registrar of may lawfully be disposed the Corporation's Common Stock to make appropriate entries upon their records showing the cancellation of without registration, qualification the certificate or legendcertificates for the Restricted Shares and to return the shares represented thereby to the Corporation. The Company stock power gives the Custodian the authority to take any action necessary to affect the transfer of shares to the Corporation. The stock power or powers will be returned to the Participant upon expiration of the applicable Installment Restriction Period. (f) The Committee shall promptly reissue a certificate without the legend referenced make all determinations in clause (b)(ii) above at the request of any Holder upon the termination of connection with this Agreement, including determinations as to whether an event has occurred resulting in the forfeiture of or lapse of restrictions on Restricted Shares and all such determinations of the Committee shall be final and conclusive.

Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (asubject to the last sentence of this Section 2(b)) Each Holder agrees after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇’▇ obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all or any portion Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the Registrable Securities unless and until the transferee first sentence of Section 2(a) if CLGI has agreed in writing for the benefit not been able to sell at least 50% of the Company Subject Securities requested to be bound by this Section 1.2included in such registration and/or qualification. In addition, provided and a Demand Filing Statement shall not be deemed to the extent such Section is then applicable, and have been effected (i) there is then in effect unless a registration statement under with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act covering such proposed disposition or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such disposition is made prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, or (ii) such Holder shall have notified with respect to any Shelf Registration, 270 days after the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by date on which the staff of the SEC has indicated that action be taken it is satisfied with respect thereto; or (C) any other evidence reasonably satisfactory the registration statement and all responses to counsel its comments and that it is prepared upon the proper filing of a pricing amendment to declare the Company to the effect that the proposed sale, pledgeregistration statement effective, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which ▇▇▇▇▇ is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an affiliate underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a “Lock Up Period”), ▇▇▇▇▇ shall notify CLGI of the basis therefore and all cases enumerated in clauses (A) – (E) that shall not be required to notify the transferee is subject holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent end of the Restricted Securities Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that ▇▇▇▇▇ may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a “Pending Event Suspension Period”) in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of ▇▇▇▇▇ (the “Board”), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to implement make the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially statements therein, in the following light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, ▇▇▇▇▇ has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that ▇▇▇▇▇, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between form under the Company and the Holder thereof): Securities Act appropriate for a public offering of such securities of ▇▇▇▇▇ (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933other than a registration on Form S-8), AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made or in an underwritten public offering pursuant to SEC Rule 144 a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a “Pending Registration Suspension Period”) and, together with a Pending Event Suspension Period, a “Black Out Period”); provided, further, that any period suspended, including the Holder Effectiveness Period, shall have obtained an opinion be extended by the number of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced days in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementBlack Out Period occurring during such Period.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof):ON THE TRANSFER OF PARTICIPATIONS (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Unless otherwise expressly approved by all of the other Parties, AS AMENDED. SUCH SHARES MAY NOT BE SOLDno Party may Transfer (as defined below) any participations or any interest or right therein prior to the obtention by FMCF of any of the Licenses, TRANSFERREDand thereafter except in compliance with the terms and conditions of this Agreement, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDincluding without limitation, satisfaction of the following conditions: a) no Transfer shall be made other than pursuant to a written BONA FIDE firm and unconditional offer by a third party to acquire any or all of the participations by means of a Transfer from a Party (hereinafter, the "THIRD PARTY OFFER"); b) no Transfer shall be made where the transferring Party and transferee agree in connection therewith that the transferor shall exercise any residual powers in respect of the participations so transferred; and c) the transferee, whether or not such transferee is an Affiliate of the transferor or any Party, must sign a document pursuant to which it becomes subject to, and bound by, the obligations of the transferring Party under this Agreement, including, but not limited to, all of the restrictions on transferability of such participations. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERAny Transfer in contravention of any of the provisions of this Clause shall be void and of no effect, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYand the Parties agree that they shall always cause their representatives in the governing bodies of FMCF to take any action conducive to rejecting or not recognizing said Transfer. (ciii) The Company shall promptly reissue unlegended certificates Parties recognize that Transfers of their shares are subject to restrictions during the period commencing on the date of the submission to the ART and ending five (5) years following the award to FMCF of the earliest to be awarded of the Licenses as follows: as from the date of submission of the application for the Licenses, but subject to a Party's right at all times to transfer its participations to Affiliates, or otherwise as set out in Clause II 10.4 and to the request exercise of the right of Non Defaulting Parties as set out in Clause II 2c(ii), no Party may transfer any Holder thereof if participations of FMCF or any interest or right therein until the date falling thirty (30) months from the date of awarding of the earliest of the Licenses and for the subsequent period of thirty (30) months, subject to certain exemptions set out in Clause II 11(viii), no Party may transfer any participations of FMCF or any interest or right therein unless (i) such transfer is made pursuant to SEC Rule 144 or another of the Holder Parties, (ii) such transfer(s) do(es) not exceed 50% of the Transferring Shareholder's initial participation in the share capital of FMCF as mentioned in Clause II 2 (a), and (iii) for a total percentage within this thirty (30) month period which, in respect of each Party, shall have obtained an opinion not exceed 5% of counsel reasonably acceptable FMCF capital. The Parties agree that in order to carry out any transfer between two Parties during such thirty (30) month period, they shall address prior notification to the Company to relevant French authorities. For the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination purpose of this Agreement, Transfer means, in respect of a participation, any sale, conveyance, assignment, exchange or other transfer of a participation, whether voluntary or involuntary, but excluding any indirect sale or transfer pursuant to a merger or consolidation of or sale of a majority or more of the equity interests in a Party, except where the primary purpose of such merger, consolidation or sale of equity interests is to circumvent the restrictions of this Clause.

Restrictions. (a) Each Holder agrees A. Grantee shall not to make sell, exchange, assign, alienate, pledge, hypothecate, encumber, charge, give, transfer or otherwise dispose of, either voluntarily or by operation of law, any disposition shares of all the 2007 Restricted Stock, or any portion rights or interests appertaining to the 2007 Restricted Stock, prior to the lapse of the Registrable Securities unless restrictions set forth herein as provided in Section 3(D) below with respect to such shares. B. As of the Date of Award, certificates representing the shares of the 2007 Restricted Stock will be issued in the name of the Grantee and held by the Corporation in escrow until the transferee has agreed lapse of restrictions set forth herein as provided in writing for Section 3(D) below with respect to such shares. C. The Grantee understands the benefit provisions of Article 7.2 of the Company to be bound by this Section 1.2, provided and Plan to the extent such Section effect that the obligation of the Corporation to issue shares of Common Stock under the Plan is then applicable, and subject to (i) there is then in effect the effectiveness of a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementof 1933, as amended, if deemed necessary or appropriate by counsel for the Corporation, (ii) such Holder the condition that the shares shall have notified the Company been listed (or authorized for listing upon official notice of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, andissuance) upon each stock exchange, if reasonably requested by any, on which the CompanyCommon Stock may then be listed, such Holder shall have furnished the Company with and (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (Ciii) any other evidence reasonably satisfactory applicable laws, regulations, rules and orders which may then be in effect. EXHIBIT A The certificate or certificates representing the shares to counsel be issued or delivered hereunder may bear any legends required by any applicable securities laws and may reflect any transfer or other restrictions imposed by the Plan, and the Corporation may at some time issue to the Company stock transfer agent appropriate stop-transfer instructions with respect to such shares. In addition, also as a condition precedent to the effect that issuance or delivery of shares, the proposed sale, pledge, or transfer of the Registrable Securities Grantee may be effected without registration required to make certain other representations and warranties and to provide certain other information to enable the Corporation to comply with the laws, rules, regulations and orders specified under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms first sentence of this Section 1.2 3(C) and to execute a joinder to any shareholders' agreement of the Corporation, in the form provided by the Corporation, pursuant to which the transfer of shares received under the Plan may be restricted. D. Except as if such transferee were an original Holder hereunder. Each Holder consents specifically provided in Subsection 3(E) below, the restrictions applicable to the Company making a notation on its records 2007 Restricted Stock granted hereunder shall lapse and giving instructions expire upon any termination of Grantee's employment by the Corporation or by the Grantee at any time, for any reason, regardless of whether such termination of employment is with or without Cause (as such term is defined in the 2007 Employment Agreement) and regardless of whether such termination of employment is with or without Good Reason (as such term is defined in the 2007 Employment Agreement). E. If the employment of Grantee terminates during the period from the Date of Award to any transfer agent the second anniversary of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request Date of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion Award as a result of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementemployment by Grantee voluntarily or without Good Reason, then from and after the date of termination of employment, all of Grantee's rights to the 2007 Restricted Stock granted hereunder shall expire, and the 2007 Restricted Stock shall be deemed to be the property of the Corporation.

Restrictions. (a) Each Holder agrees not The Shares issued to make any disposition of all or any portion Shaikh pursuant to the terms of the Registrable Securities unless and until the transferee has agreed Unit Purchase Agreement shall be subject, in writing for the benefit of the Company addition to be bound restrictions imposed by this Section 1.2applicable securities laws, provided and to the extent such Section is then applicable, and following transfer restrictions: 2.1 (i) there is then in effect a registration statement the Shares shall be “restricted shares” within the meaning of Regulation D and Rule 144 under the Securities Act covering of 1933, as amended (the “Act”), and may not be offered or sold unless such proposed disposition and such disposition offer or sale is made in accordance with such registered under the Act or an exemption from registration statement, or is available; (ii) such Holder the provisions of Rule 144 under the Act shall have notified the Company permit resale of the proposed disposition Shares only under limited circumstances and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested such Shares must be held by the Company, such Holder shall have furnished the Company with Shaikh for at least six (A6) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer months following issuance of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action Shares before they can be taken with respect thereto; or (C) any other evidence reasonably satisfactory resold pursuant to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities Rule 144 and then may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities resold only in accordance with the terms requirements of Rule 144 (and any other applicable legal requirements); (iii) Shaikh hereby agrees to comply with the requirements of Rule 144 applicable to affiliates of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to Company (even if Shaikh is not an affiliate of the Company under the Act), that impose limitations on the amount of securities sold in any three-month period by affiliates of the Company under Rule 144(e); and (iv) Shaikh hereby agrees to not permit the Shares to be encumbered by any Lien (as defined in the Unit Purchase Agreement) within six (6) months following issuance of such Shares; provided, that the restrictions in Section 2.1(iii) shall expire upon the earliest to occur of the following events: (a) the date on which Shaikh holds less than 1% of the issued and outstanding voting securities of the Company, on a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interestsfully diluted basis, (Bb) a limited liability company to the date Shaikh’s employment with the Company or any of its members affiliates is involuntarily terminated by the Company or former members in accordance with their interest in the limited liability companyany of its affiliates, (Cc) a corporation to the date Shaikh’s employment with the Company or any of its stockholders affiliates is terminated by Shaikh for Good Reason (as such term is defined in accordance with their interests in any employment agreement between Shaikh and the corporationCompany or any of its affiliates), (Dd) to ninety (90) days after the Holderdate of Shaikh’s family member voluntary resignation of employment with the Company or trust for the benefit any of an individual Holderits affiliates, or (Ee) such transfer is exempt from registration under Rule 144 upon a Change of the Securities Act, provided Control Transaction (as defined in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Unit Purchase Agreement.);

Restrictions. (a) Each Holder agrees not The Merger Shares are to make any disposition of all or any portion be issued in transactions exempt from the registration requirements of the Registrable Securities unless Act. Purchaser’s reliance upon these exemptions is predicated in part upon Seller’s and until each Owner’s representation and agreement that the transferee has agreed in writing Merger Shares will be acquired for the benefit of the Company to Owner’s own account and not with a view to, or for resale in connection with, any distribution or public offering. The Merger Shares may not be bound by this Section 1.2, provided and to the extent such Section is then applicable, and transferred or resold without (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance compliance with such registration statementapplicable state securities laws, or (ii) such Holder shall have notified an exemption from the Company registration requirements of the proposed disposition Securities Act and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance applicable state securities laws. Upon compliance with the terms requirements of the notice given by the Holder to the Company. Notwithstanding the foregoingthis paragraph (a) and paragraph (b) of this Section 2.3, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which each Owner that is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company may transfer the Merger Shares, or its right to its members receive Merger Shares, to the owner or former members owners of the equity interests in accordance with their interest in the such limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) provided that such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is transferees shall be subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established set forth in this Section 1.22.3. (b) Each certificate representing Registrable Securities Owner shall be stamped or otherwise imprinted with legends substantially deliver to Purchaser a representation letter and investor questionnaire in customary form that is reasonably acceptable to Purchaser (the “Representation Letter and Investor Questionnaire”) which shall include without limitation, representations that the Owner can bear the economic risk of its investment in the following forms (Merger Shares and, together with any “purchaser representative,” has such knowledge and experience in addition financial and business matters as to be capable of evaluating the risks of an investment in the Merger Shares. Each Owner and its advisors, if any, has been provided and had the opportunity to review all of Purchaser’s documents filed with the Commission and have had access to additional materials relating to the business, finances and operations of the Purchaser and the opportunity to ask questions and receive answers concerning the terms and conditions of the offering. Each Owner acknowledges that he or it has consulted with his or its own consultant for any legend required under applicable state securities lawslegal, financial or tax advice relevant to his or its decision to exchange its respective interests for the Merger Shares and that Purchaser has not provided any legal, financial or tax advice with respect to such decision. Each Owner understands that prior to the effectiveness of the registration statement contemplated by Section 9.10, the Company’s charter documents or any other agreement between Merger Shares will be “restricted securities” under the Company and Securities Act, which may be resold without registration under the Holder thereof):Securities Act in only limited circumstances. Each Owner understands the resale limitations on the Merger Shares imposed by the Securities Act. Purchaser may, unless a registration statement is in effect covering such Merger Shares, place stop transfer orders with its transfer agent with respect to such certificates in accordance with Federal securities laws of the United States. (ic) The certificates representing the Merger Shares initially shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE “ACT”) AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERREDTRANSFERRED OR DISPOSED OF, IN WHOLE OR PLEDGED IN PART, IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (iid) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDEROnce any of the Merger Shares cease to be subject to the restrictions set forth above, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates the Owners may sell, transfer or trade the Merger Shares without restriction. At any time thereafter, at the request of any Holder thereof if such transfer is made pursuant Owner, the legend referred to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company above shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementbe removed from such Owner’s stock certificates.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.21.2 and Section 1.3, provided and to the extent such Section is Sections are then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, statement or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (ED) that the transferee is subject to the terms of this Section 1.2 and Section 1.3 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR PLEDGED IN THE ABSENCE OF HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH REGISTRATION ACT, OR UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) . THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. Without Buyer’s prior written approval, until the Closing Date, Seller shall not, and shall not cause or permit any Acquired Aether Entity to, (a) Each Holder agrees not to make dispose of, Encumber, sell, convey, assign or otherwise transfer any disposition of all the Purchased Assets or any portion of the Registrable Securities unless AAE Purchased Assets that are used in the Business, except for Inventory and until supplies in the transferee has agreed in writing ordinary course of business consistent with past practice, (b) enter into any new, or amend any existing, severance Contract, deferred compensation or arrangements, plans or programs for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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, Employees or (ii) such Holder shall have notified the Company future Employees of the proposed disposition and shall have furnished the Company with a detailed statement Business or any of the circumstances surrounding Acquired Aether Entities or grant any such Persons an increase in employee compensation other than in the proposed disposition, and, if reasonably requested by the Company, such Holder ordinary course of business or pursuant to a promotion consistent with past practice and except that this clause (b) shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory not be applicable to the Company, that such disposition will any Person who elects not require registration under the Securities Actto become a Transferred Employee, (Bc) a “no action” letter from incur any capital expenditures for the SEC to the effect that the proposed sale, pledge, Business or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holderany of the Acquired Aether Entities, or any obligations or Liabilities in respect thereof, except for those incurred in the ordinary course of Business, (Ed) such transfer is exempt from registration under Rule 144 pay Liabilities of the Securities Act, provided Business other than in the case ordinary course of a transfer business consistent with past practice, (e) delay or postpone the payment of Accounts Payable or other Liabilities of the Business other than in the ordinary course of business consistent with past practice, (f) incur any Liability (other than Liabilities incurred in the ordinary course of the Business, consistent with past practice, which in the aggregate will not be material to an affiliate and all cases enumerated in clauses the Business), (Ag) – waive, release or cancel any Claims against third parties or debts owing to Seller or any Acquired Aether Entity, (Eh) that authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the transferee is subject issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of any Acquired Aether Entities’ capital stock or any other securities or amend any of the terms of this Section 1.2 as if any such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): securities; (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933terminate, AS AMENDED. SUCH SHARES MAY NOT BE SOLDmodify, TRANSFERREDamend, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at waive or otherwise alter or change any of the request terms or provisions of any Holder thereof if such transfer is made pursuant to SEC Rule 144 Material Contract or create any default under the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request terms of any Holder upon Material Contract; and (j) enter into any Contract which if in existence on the termination of this Agreementdate hereof would have constituted a Material Contract or a Real Property Lease.

Restrictions. (a) Each Holder agrees not Except as permitted by Section 17.3(c), no Partner or Related Company shall sell, assign, transfer, or otherwise dispose of its controlling interest in its Related Company voluntarily or by operation of law, except to make any disposition a company wholly owned, directly or indirectly, by such Partner or an Affiliate of the Partner, unless it shall have obtained the written consent of all the other Partners or shall have complied with the procedures set out below. Subject to the foregoing, any portion Partner ("Selling Partner") may sell its controlling interest in a Related Company provided that such proposed sale is not made as a part of a transaction involving the Registrable Securities sale of any item other than such interest, unless the market value of such controlling interest can be separately identified and until demonstrated and the transferee Related Company has agreed no assets other than its Ownership Interest in writing for the benefit Partnership, by giving written notice to each other Partner ("Remaining Partners") not less than forty-five (45) days prior to the effective date of such disposition, stating the Company interest to be bound by this Section 1.2, provided sold and to the extent such Section is then applicable, price and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition terms of sale and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of identifying the proposed disposition and transferee (herein the "Proposed Transferee"). Such notice, to be effective, shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested be accompanied by an agreement executed by the Company, such Holder shall have furnished Selling Partner and the Company with Proposed Transferee (Athe "Purchase Agreement") an opinion containing all the terms and conditions of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff which agreement demonstrates that completion of the SEC that action be taken with respect thereto; or sale is contingent only upon (Ci) the non-exercise of rights of first refusal under this Section 17.3(b), (ii) the obtaining of any required government approvals and (iii) the satisfaction of a standard due diligence review, including such items as title, environmental, and certain other evidence reasonably satisfactory specifically itemized defects. The Remaining Partners shall then have first options to counsel purchase all such interests on the same terms as in the Purchase Agreement in the proportion which their then-existing Ownership Interest in the Partnership bears to the Company Ownership Interest of all Remaining Partners and those desiring to do so shall exercise such options by giving written notice thereof to the effect that Selling Partner and all other Remaining Partners within thirty (30) days after the proposed salenotice described above is given. Any interest as to which such first options are not exercised shall be deemed re-offered to the Remaining Partners who exercised their first options, pledgeand such Remaining Partners shall, or transfer for a period of ten (10) days from the expiration of the Registrable Securities thirty (30) day period, have second options to purchase the same (at the same price, on the same terms, and by notice as stated above delivered within the ten (10) day period) in the proportion which each Partner's then-existing Ownership Interest in the Partnership bears to the ownership Interests of all Partners exercising their first options or in such proportions as they may mutually agree upon. Any interest not elected to be effected without registration purchased during the ten (10) day period shall remain under option to those Remaining Partners who have exercised both the Securities Actfirst and second options, whereupon the Holder to be purchased proportionately as stated above or in such other manner as such Remaining Partners may mutually agree upon, but notice of such Restricted Securities shall be entitled election to sell, pledge, or transfer such Restricted Securities in accordance with the terms purchase all of the interest originally offered must be given to the Selling Partner and the Remaining Partners within forty-five (45) days from the notice of offer given by the Holder Selling Partner. If elections to purchase all of the offered interest have been made within the forty-five (45) day period, those Partners electing to purchase shall be irrevocably obligated to execute agreements in the form of the Purchase Agreement with the Selling Partner and promptly thereafter pay the purchase price to the Selling Partner for their proportionate share of stock of the Related Company. Notwithstanding If notices of elections to purchase less than all of the foregoingoffered interest have been given at the expiration of the forty-five (45) day period, no such registration statement, opinion the Selling Partner may complete the sale of counsel or “no action” letter shall be necessary for a transfer all of the offered interest to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest the Proposed Transferee on the same terms as contained in the limited liability companyPurchase Agreement, at any time within one-hundred twenty (C120) a corporation to its stockholders in accordance with their interests in days thereafter. If the corporation, (D) sale to the Holder’s family member or trust for Proposed Transferee is not completed within the benefit of an individual Holderone-hundred twenty (120) day period, or (E) such transfer is exempt from registration under Rule 144 all of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is interest originally offered shall again become subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the sale restrictions on transfer established in this Section 1.217.3(b). (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (asubject to the last sentence of this Section 2(b)) Each Holder agrees after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇'▇ obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all or any portion Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the Registrable Securities unless and until the transferee first sentence of Section 2(a) if CLGI has agreed in writing for the benefit not been able to sell at least 50% of the Company Subject Securities requested to be bound by this Section 1.2included in such registration and/or qualification. In addition, provided and a Demand Filing Statement shall not be deemed to the extent such Section is then applicable, and have been effected (i) there is then in effect unless a registration statement under with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act covering such proposed disposition or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such disposition is made prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, or (ii) such Holder shall have notified with respect to any Shelf Registration, 270 days after the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by date on which the staff of the SEC has indicated that action be taken it is satisfied with respect thereto; or (C) any other evidence reasonably satisfactory the registration statement and all responses to counsel its comments and that it is prepared upon the proper filing of a pricing amendment to declare the Company to the effect that the proposed sale, pledgeregistration statement effective, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which ▇▇▇▇▇ is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an affiliate underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a "Lock Up Period"), ▇▇▇▇▇ shall notify CLGI of the basis therefore and all cases enumerated in clauses (A) – (E) that shall not be required to notify the transferee is subject holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent end of the Restricted Securities Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that ▇▇▇▇▇ may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "Pending Event Suspension Period") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of ▇▇▇▇▇ (the "Board"), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to implement make the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially statements therein, in the following light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, ▇▇▇▇▇ has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that ▇▇▇▇▇, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between form under the Company and the Holder thereof): Securities Act appropriate for a public offering of such securities of ▇▇▇▇▇ (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933other than a registration on Form S-8), AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made or in an underwritten public offering pursuant to SEC Rule 144 a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a "Pending Registration Suspension Period") and, together with a Pending Event Suspension Period, a "Black Out Period"); provided, further, that any period suspended, including the Holder Effectiveness Period, shall have obtained an opinion be extended by the number of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced days in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementBlack Out Period occurring during such Period.

Restrictions. (a) Each Holder agrees not Except as otherwise permitted under Section 16 of ------------ the Exchange Act (including any rules promulgated thereunder), Optionee may not, if he is subject to make any disposition of all or any portion liability under Section 16 of the Registrable Securities unless and Exchange Act, sell any Option Share issued hereunder until the transferee has agreed in writing for the benefit expiration of the Company six (6) month period commencing on the Date of Grant, unless the same would either not result in liability under said Section 16 or the Optionee consents to be bound by this Section 1.2, provided such liability and consents to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory disgorge any profits relating thereto to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each Optionee may not exercise this Option if, and to the extent that, Option Shares issued hereunder would constitute "Excess Common Stock" as defined in Article Nine of the Restated Bylaws of the Company (or any successor provision in the charter or bylaws of the Company or its successor in interest); provided, however, that with respect to that portion of the Option constituting the Incentive Stock Option, the restriction on exercise in this Section 8(b) shall not apply during the 90 day period immediately prior to the Expiration Date. (c) If pursuant to any provision hereof the Option would terminate on a date on which Optionee is prohibited from exercising all or a portion of the Option pursuant to Section 8(b), the term of the Option shall be extended with respect to that portion of the Option Shares which would constitute "Excess Common Stock" and shall terminate on the date which is 90 days after the date the Option may thereafter first be exercised with respect to such Option Shares without limitation pursuant to Section 8(b); provided that that portion of the Option constituting the Incentive Stock Option shall in any event expire on the Expiration Date. (d) Optionee acknowledges and agrees that the Option Shares issued hereunder shall be subject to the restrictions set forth in Article Nine of the Restated By-Laws of the Company (or any successor provision in the charter or bylaws of the Company or its successor in interest) and each certificate representing Registrable Securities shall Option Shares will contain a legend substantially to the following effect (or as may be stamped or otherwise imprinted with legends substantially required to give notice of any successor provision in the following forms charter or bylaws of the Company or its successor in interest): TRANSFER OF THESE SHARES IS SUBJECT TO RESTRICTIONS DESIGNED TO AVOID AN "OWNERSHIP CHANGE" WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUCH RESTRICTIONS ARE SET FORTH IN ARTICLE NINE OF THE RESTATED BYLAWS OF THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY SUCH RESTRICTIONS. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS CERTIFICATE UPON REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH RESTRICTIONS. (in addition e) Optionee understands and acknowledges that the Option and Option Shares have not been registered under the Securities ACt of 1933, as amended (the "Securities Act"), or other applicable securities laws and represents that he is acquiring the Option and will acquire the Option Shares for his own account for investment and not with a view to any distribution thereof. Optionee acknowledges that, unless issued pursuant to an effective registration statement, each certificate for Option Shares will contain a legend required under applicable state securities laws, substantially to the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE following effect: THESE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR PLEDGED OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO REGISTRATION. THE COMPANY RECEIVES HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL COUNSEL, CERTIFICATION AND/OR OTHER EVIDENCE REASONABLY INFORMATION SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDIT. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. Subject to Clause 6 (Subordination on Insolvency) and except as permitted under Clause 8 (Permitted Enforcement), until the Senior Discharge Date none of the Senior Subordinated Finance Parties will, unless the Majority Senior Banks have previously agreed in writing: (a) Each Holder agrees not demand payment of any Senior Subordinated Debt; (b) accelerate any of the Senior Subordinated Debt or otherwise declare any of the Senior Subordinated Debt prematurely due or payable on a Senior Subordinated Default or otherwise; (c) enforce any of the Senior Subordinated Debt by attachment, set-off, execution or otherwise; (d) (or will give instructions to make the Security Agent to) crystallise any disposition floating charge in the New Security Documents, appoint an administrative receiver or a receiver or have an administrator appointed or otherwise enforce the Security; (e) petition for (or vote in favour of all any resolution for) or initiate, support or take any steps with a view to any Insolvency or any portion of the Registrable Securities unless and until the transferee has agreed in writing voluntary arrangement or assignment for the benefit of creditors or any similar proceedings involving an Obligor; (f) sue or bring or support any legal proceedings against any Obligor (or any of its Subsidiaries) in connection with the Company Senior Subordinated Debt, except that nothing in this paragraph (f) will restrict the bringing of proceedings solely for injunctive relief (or analogous proceedings in jurisdictions outside England and Wales) to restrain any actual or putative breach of the Senior Subordinated Finance Documents or for specific performance not claiming damages where doing so would not conflict with any other provision of this Agreement, (g) otherwise exercise any remedy for the recovery of any Senior Subordinated Debt; or (h) sue or bring or support proceedings against or make demand on the provider of any of the Third Reports (a Report Provider) in connection with the Third Reports or receive payment from any of the Report Providers in connection with any such suit, proceedings or demand if there is an aggregate limit on the amount of claims which may be bound brought by this Section 1.2any of the Parties against such Report Provider and the aggregate amount of all such claims against that Report Provider might exceed the amount of any limitation of liability on which that Report Provider is entitled to rely, provided and to the extent such Section is then applicable, and (i) there is then that 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof):case: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.a Senior Subordinated Finance Party must notify the Senior Agent before suing or bringing or supporting proceedings against or making a demand on a Report Provider in connection with the Third Reports; and (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request Senior Finance Parties will be entitled to fill payment of their claims against that Report Provider in connection with any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable Third Report in priority to the Company claims of the Senior Subordinated Finance Parties against that Report Provider and each Senior Subordinated Finance Party will on demand pay to the effect that the securities proposed Security Agent for application as provided in Clause 9 (Application of Proceeds of Enforcement) an amount equal to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced any amount received by it in clause (b)(ii) above at the request of any Holder upon the termination breach of this AgreementSubclause.

Restrictions. The Company shall not be obligated to effect any Demand Registration within one hundred eighty (a180) Each days after the effective date of a previous Demand Registration or a previous registration in which the Holders of Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless were given piggyback rights pursuant to Section 2 hereof and until in which there was no reduction in the transferee has agreed in writing for the benefit number of the Company Holder Registrable Securities requested to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the included. The Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sellpostpone, pledgefor a reasonable period of time not in excess of ninety (90) days after its receipt of an initial request for a Demand Registration pursuant to this Agreement, or transfer such Restricted Securities the filing of any registration statement if at the time it received a request therefor, the Company determines, in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoingits reasonable business judgment, no that such registration statementand offering could interfere with or otherwise adversely affect any financing, opinion acquisition, corporate reorganization or other material transaction or development involving the Company or any of counsel its subsidiaries or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, affiliates; provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of only be entitled to one postponement in any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legendthree hundred sixty-five (365) day period. The Company shall promptly reissue a certificate without give the legend referenced Holders of Holder Registrable Securities making such request written notice of such determination. In the event of such postponement, the Company shall file such registration statement as soon as practicable after it shall determine, in clause (b)(iiits reasonable business judgment, that such registration and offering will not interfere with the matters described in the first sentence of this Section 1(e) above or, if later, at the request end of such ninety (90) day period. If the Company shall postpone the filing of any registration statement, the Holders of Holder upon Registrable Securities shall have the termination right to withdraw their request for such registration by giving notice to the Company within 15 days of this Agreementthe notice of postponement; provided, however, that in the event that the Holders of Holder Registrable Securities withdraw their request in the foregoing manner, such request shall not be counted for purposes of determining the number of registrations to which the Holders of Holder Registrable Securities are entitled pursuant to Section 1(a) above.

Restrictions. Neither the Depositor nor any Certificateholder shall direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Transaction Documents or would be contrary to Section 2.3 hereof nor shall the Owner Trustee be permitted to follow any such direction, if given. In addition, the Issuer shall (a) Each Holder agrees maintain its financial and accounting books and records separate from those of any other entity, (b) maintain its office and bank accounts separate from any other Person and hold itself out as a separate entity from the Depositor, the Certificateholders and any of their Affiliates and, (c) not commingle its assets with those of any other Person, (d) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any other Person, (e) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and not pay the indebtedness, operating expenses and liabilities of any other Person, including the Depositor or the Certificateholders, (f) observe all formalities required under the Delaware Statutory Trust Act and other formalities required by the Transaction Documents, (g) not guarantee or become obligated for the debts of any other Person, (h) not hold out its credit as being available to satisfy the obligation of any other Person, (i) other than as expressly set forth herein, not make loans to any disposition other Person or buy or hold evidence of all or indebtedness issued by any portion of the Registrable Securities unless and until the transferee has agreed in writing other Person, (j) other than as expressly set forth herein, not pledge its assets for the benefit of any other Person, (k) not conduct any business in the Company to be bound by this Section 1.2name of the Depositor or any Certificateholder, provided (l) correct any known misunderstanding regarding its separate identity, (m) not identify itself as a division of any other Person, (n) other than as expressly set forth herein, conduct business with the Depositor and to the extent such Section is then applicableCertificateholders and any Affiliate thereof on an arm’s-length basis, (o) maintain adequate capital in light of its contemplated business operations, and (ip) 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 (ii) such Holder shall have notified the Company maintain appropriate records of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2appropriate actions. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees not No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any other manner transfer, any Registrable Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to make any Person (each such action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares Preferred Stock represented hereby are restricted by and are subject to all or any portion of the terms, conditions and provisions of that certain Registration Rights Agreement, dated as of ___________, 2009, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.” (c) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and made (i) there is then in effect a pursuant to an effective registration statement under the Securities Act covering such proposed disposition or pursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and such disposition is made (ii) in accordance with such registration statementall applicable Laws (including, or without limitation, all securities laws). (iie) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the The restrictions on transfer established contained in this Section 1.2. (b) Each certificate representing Registrable Securities 2.1 shall be stamped or otherwise imprinted with legends substantially in expire on the following forms (in addition to any legend required under applicable state securities laws, first anniversary of the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination date of this Agreement.

Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (asubject to the last sentence of this Section 2(b)) Each Holder agrees after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The GSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore's obligation to effect any Demand Filing or Underwritten Tak▇▇▇▇▇ ▇equest pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or any portion Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the Registrable Securities unless and until first sentence of Section 2(a) if the transferee has agreed in writing for the benefit GSC Investors have not been able to sell at least 50% of the Company Subject Securities requested to be bound by this Section 1.2included in such registration and/or qualification or Underwritten Takedown Request. In addition, provided and a Demand Filing Statement shall not be deemed to the extent such Section is then applicable, and have been effected (i) there is then in effect unless a registration statement under with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act covering such proposed disposition or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such disposition is made prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statementstatement and/or prospectus and (y) in the case of any Shelf Registration, or 2 years (ii) such Holder shall have notified subject to extension at the Company request of the proposed disposition and shall have furnished the Company with a detailed statement GSC Investors if all of the circumstances surrounding Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by date on which the staff of the SEC has indicated that action be taken it is satisfied with respect thereto; or (C) any other evidence reasonably satisfactory the registration statement and all responses to counsel its comments and that it is prepared upon the proper filing of a pricing amendment to declare the Company to the effect that the proposed sale, pledgeregistration statement effective, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which Moore is a party are not satisfied, other than by reason of any b▇▇▇▇▇ or failure by the GSC Investors or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration ▇▇▇▇▇ment or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an affiliate underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a "Lock Up Period"), Moore shall notify the GSC Investors of the basis therefore and all cases enumerated in clauses (A) – (E) that s▇▇▇▇ not be required to notify the transferee is subject holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent end of the Restricted Securities Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospec▇▇▇ ▇o later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that Moore may postpone the filing of any Registration Statement and/or ▇▇▇▇dian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "Pending Event Suspension Period") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Moore (the "Board"), result in the Registration Statement, and an▇ ▇▇lated Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to implement make the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially statements therein, in the following light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Moore has a bona fide business purpose for not then disclosing th▇ ▇▇▇stence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pendi▇▇ ▇▇ is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): form under ▇▇▇ ▇▇▇urities Act appropriate for a public offering of such securities of Moore (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933other than a registration on Form S-8), AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made or in an underwritt▇▇ ▇ublic offering pursuant to SEC Rule 144 a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a "Pending Registration Suspension Period") and, together with a Pending Event Suspension Period, a "Black Out Period"); provided, further, that any period suspended, including the Holder Effectiveness Period, shall have obtained an opinion be extended by the number of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced days in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementBlack Out Period occurring during such Period.

Restrictions. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.21.2 and Section 1.14, provided and to the extent such Section is Sections are then applicable, and (i) 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, statement or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, statement or opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders shareholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, Holder or (E) such transfer is exempt from registration under Rule 144 an affiliated fund or entity of the Securities ActHolder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company (such a fund or entity, an “Affiliated Fund”), provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – - (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, laws or the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR PLEDGED IN THE ABSENCE OF HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH REGISTRATION ACT, OR UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) ” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. After the commencement of the Term the Tenant shall not make, erect, or install any leasehold improvements, alterations, fixtures (including trade fixtures) or partitions in or about the Premises without the prior written consent of the Landlord acting reasonably. In addition the following provisions shall be applicable: (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to such work shall be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made performed in accordance with such registration statement, any reasonable conditions or (ii) such Holder shall have notified regulations imposed by the Company of the proposed disposition Landlord and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result be completed in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed salegood and workmanlike manner, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms description of the notice given work approved by the Holder to Landlord, all applicable laws and the Company. Notwithstanding the foregoing, no such registration statement, opinion requirements of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2.governmental authorities; (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted the Tenant shall, at the time of its application for such consent, furnish the Landlord with legends substantially in such plans, specifications and designs as the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.Landlord may require; (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder Landlord shall have obtained an opinion the right to supervise any work done and to select or approve (at its option) the contractors and workmen to be employed by the Tenant, workmen shall have labor union affiliations compatible with others employed by the Landlord and its contractors; and if the work proposed by the Tenant may affect the structure of counsel reasonably acceptable the Premises or any part of the Building or any of the electrical, mechanical or base building systems of the Building, the Landlord may elect that it be performed either by the Landlord or by its contractors, in which case the Tenant shall pay to the Company Landlord as Additional Rent the costs of the Landlord relating to such work, including reasonable fees of Experts; (d) if the Tenant performs any work without complying with the provisions of this Section and does not remove it upon notice the Landlord shall have the right to do so and to restore the Premises to their previous condition, in which case the Tenant shall pay to the effect that Landlord as Additional Rent the securities proposed costs of such work; and (e) the Tenant shall pay to be disposed the Landlord as Additional Rent to compensate the Landlord for its services under this Section a supervisory fee which is reasonable in all the circumstances, except in respect of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementinitial leasehold improvements.

Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (asubject to the last sentence of this Section 2(b)) Each Holder agrees after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The GSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore's obligation to effect any Demand Filing or Underwritten Takedo▇▇ ▇▇▇▇est pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or any portion Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the Registrable Securities unless and until first sentence of Section 2(a) if the transferee has agreed in writing for the benefit GSC Investors have not been able to sell at least 50% of the Company Subject Securities requested to be bound by this Section 1.2included in such registration and/or qualification or Underwritten Takedown Request. In addition, provided and a Demand Filing Statement shall not be deemed to the extent such Section is then applicable, and have been effected (i) there is then in effect unless a registration statement under with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act covering such proposed disposition or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such disposition is made prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statementstatement and/or prospectus and (y) in the case of any Shelf Registration, or 2 years (ii) such Holder shall have notified subject to extension at the Company request of the proposed disposition and shall have furnished the Company with a detailed statement GSC Investors if all of the circumstances surrounding Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by date on which the staff of the SEC has indicated that action be taken it is satisfied with respect thereto; or (C) any other evidence reasonably satisfactory the registration statement and all responses to counsel its comments and that it is prepared upon the proper filing of a pricing amendment to declare the Company to the effect that the proposed sale, pledgeregistration statement effective, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which Moore is a party are not satisfied, other than by reason of any bre▇▇▇ ▇r failure by the GSC Investors or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration sta▇▇▇▇▇t or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an affiliate underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a "LOCK UP PERIOD"), Moore shall notify the GSC Investors of the basis therefore and all cases enumerated in clauses (A) – (E) that ▇▇▇▇▇ not be required to notify the transferee is subject holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent end of the Restricted Securities Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospectu▇ ▇▇ later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that Moore may postpone the filing of any Registration Statement and/or ▇▇▇▇dian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "PENDING EVENT SUSPENSION PERIOD") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Moore (the "BOARD"), result in the Registration Statement, and any re▇▇▇▇▇ Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to implement make the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially statements therein, in the following light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Moore has a bona fide business purpose for not then disclosing th▇ ▇▇▇stence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pending or i▇ ▇▇▇rently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): form under ▇▇▇ ▇▇▇▇▇ities Act appropriate for a public offering of such securities of Moore (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933other than a registration on Form S-8), AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made or in an underwritten ▇▇▇lic offering pursuant to SEC Rule 144 a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a "PENDING REGISTRATION SUSPENSION PERIOD") and, together with a Pending Event Suspension Period, a "BLACK OUT PERIOD"); PROVIDED, FURTHER, that any period suspended, including the Holder Effectiveness Period, shall have obtained an opinion be extended by the number of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced days in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementBlack Out Period occurring during such Period.

Restrictions. Notwithstanding anything herein to the contrary, the parties agree as follows: (a) Each Holder agrees In the event that in connection with an underwritten public offering, the managing underwriter(s) shall in good faith impose a limitation on the number of securities which may be included in such Registration for marketing purposes, AMG shall not be required to make any disposition of all or any portion of the register Registrable Securities unless and until in excess of such limitation, provided that the transferee has agreed reduction in writing for the benefit number of the Company securities which may be included in such Registration to comply with such limitation is imposed pro rata (based either (as determined by AMG, in its sole discretion) on relative number of securities held or relative number of securities sought to be bound by this Section 1.2, provided and included in such Registration) with respect to the extent Holders and all managers of companies providing Investment Management Services in which AMG may invest after the date hereof and which have so-called incidental or piggyback registration rights (it being understood that such Section is then applicable, limitation may be imposed as to all holders of such securities and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory Holders prior to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer imposition of such Registrable Securities without registration will not result in a recommendation by the staff any limitation on other holders of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2AMG securities). (b) Each certificate representing Registrable Securities shall be stamped If requested in writing by the managing underwriter(s), if any, of any underwritten public offering of AMG Stock, each Non-Manager Member and each Employee Stockholder (and their respective Permitted Transferees) agrees not to offer, sell, contract to sell or otherwise imprinted with legends substantially in the following forms dispose of any shares of AMG Stock (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between securities convertible into or exchangeable for AMG Stock) except as part of such underwritten public offering within thirty (30) days before or one hundred and eighty (180) days after the Company and effective date of the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYregistration statement filed with respect to said offering. (c) The Company shall promptly reissue unlegended certificates at Following the request effectiveness of a Registration (including, without limitation a Registration for sale on a delayed or continuous basis under Rule 415 under the Securities Act), each Holder and each Employee Stockholder agrees not to effect any sales of AMG Stock after they have received notice from AMG to suspend sales as a result of the commencement of any Suspension Period. Each Holder thereof if may recommence effecting sales of AMG Stock following further notice to such transfer effect from AMG, which shall be given by AMG not later than five (5) business days after the conclusion of each Suspension Period. For purposes hereof, a "Suspension Period" shall mean the pendency or occurrence of an event that would make it impractical or inadvisable (i) to cause a Registration Statement to remain in effect or (ii) to permit the sale of AMG Stock by Holders and by limited partners, members or management employees of other entities in which AMG is made pursuant a general partner or manager member (without prejudice to SEC Rule 144 any particular holder), and shall include, without limitation, pending negotiations relating to, or consummation of, a transaction or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification pendency or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request occurrence of any Holder upon the termination other event that would require additional disclosure of this Agreementmaterial information by AMG in a registration statement as to which AMG has a bona fide business purpose for preserving confidentiality or which renders AMG unable to comply with applicable legal requirements.

Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (asubject to the last sentence of this Section 2(b)) Each Holder agrees after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The GSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any disposition six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇’▇ obligation to effect any Demand Filing or Underwritten Takedown Request pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or any portion Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the Registrable Securities unless and until first sentence of Section 2(a) if the transferee has agreed in writing for the benefit GSC Investors have not been able to sell at least 50% of the Company Subject Securities requested to be bound by this Section 1.2included in such registration and/or qualification or Underwritten Takedown Request. In addition, provided and a Demand Filing Statement shall not be deemed to the extent such Section is then applicable, and have been effected (i) there is then in effect unless a registration statement under with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act covering such proposed disposition or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such disposition is made prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statementstatement and/or prospectus and (y) in the case of any Shelf Registration, or 2 years (ii) such Holder shall have notified subject to extension at the Company request of the proposed disposition and shall have furnished the Company with a detailed statement GSC Investors if all of the circumstances surrounding Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by date on which the staff of the SEC has indicated that action be taken it is satisfied with respect thereto; or (C) any other evidence reasonably satisfactory the registration statement and all responses to counsel its comments and that it is prepared upon the proper filing of a pricing amendment to declare the Company to the effect that the proposed sale, pledgeregistration statement effective, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which ▇▇▇▇▇ is a party are not satisfied, other than by reason of any breach or failure by the GSC Investors or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which ▇▇▇▇▇ is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an affiliate underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a “LOCK UP PERIOD”), ▇▇▇▇▇ shall notify the GSC Investors of the basis therefore and all cases enumerated in clauses (A) – (E) that shall not be required to notify the transferee is subject holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent end of the Restricted Securities Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that ▇▇▇▇▇ may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a “PENDING EVENT SUSPENSION PERIOD”) in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of ▇▇▇▇▇ (the “BOARD”), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to implement make the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially statements therein, in the following light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, ▇▇▇▇▇ has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that ▇▇▇▇▇, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between form under the Company and the Holder thereof): Securities Act appropriate for a public offering of such securities of ▇▇▇▇▇ (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933other than a registration on Form S-8), AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made or in an underwritten public offering pursuant to SEC Rule 144 a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a “PENDING REGISTRATION SUSPENSION PERIOD”) and, together with a Pending Event Suspension Period, a “BLACK OUT PERIOD”); PROVIDED, FURTHER, that any period suspended, including the Holder Effectiveness Period, shall have obtained an opinion be extended by the number of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced days in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementBlack Out Period occurring during such Period.

Restrictions. Neither the Depositor nor any Certificateholder shall direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Transaction Documents or would be contrary to Section 2.3 hereof nor shall the Owner Trustee be permitted to follow any such direction, if given. In addition, the Issuer shall (a) Each Holder agrees maintain its financial and accounting books and records separate from those of any other entity, (b) maintain its office and bank accounts separate from any other Person and hold itself out as a separate entity from the Depositor, the Certificateholders and any of their Affiliates, (c) not commingle its assets with those of any other Person, (d) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any other Person, (e) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and not pay the indebtedness, operating expenses and liabilities of any other Person, including the Depositor or the Certificateholders, (f) observe all formalities required under the Delaware Statutory Trust Act and other formalities required by the Transaction Documents, (g) not guarantee or become obligated for the debts of any other Person, (h) not hold out its credit as being available to satisfy the obligation of any other Person, (i) other than as expressly set forth herein, not make loans to any disposition other Person or buy or hold evidence of all or indebtedness issued by any portion of the Registrable Securities unless and until the transferee has agreed in writing other Person, (j) other than as expressly set forth herein, not pledge its assets for the benefit of any other Person, (k) not conduct any business in the Company to be bound by this Section 1.2name of the Depositor or any Certificateholder, provided (l) correct any known misunderstanding regarding its separate identity, (m) not identify itself as a division of any other Person, (n) other than as expressly set forth herein, conduct business with the Depositor and to the extent such Section is then applicableCertificateholders and any Affiliate thereof on an arm’s-length basis, (o) maintain adequate capital in light of its contemplated business operations, and (ip) 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 (ii) such Holder shall have notified the Company maintain appropriate records of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2appropriate actions. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. During the period commencing from the Effective Date and ending on the date of an Initial Public Offering, no Holdings Entity shall, except in connection with (i) a registered Public Offering pursuant to the Registration Rights Agreement or (ii) tag-along rights or drag-along rights pursuant to Articles VII and VIII of the Voting Agreement, sell, pledge, assign, grant a participation interest in. encumber or otherwise transfer or dispose of any Shares to any other Person, whether directly, indirectly, voluntari- ly, involuntarily, by operation of law, pursuant to judicial process or otherwise (a "Transfer") without the prior written consent of KMOC, which shall not be unreasonably withheld, except in accordance with one of the following: (a) Each Holder agrees subject to compliance with the provisions of Section 2.2. pursuant to a sale to any one Person or group in an amount less than 5% of the outstanding securities of any class of KMOC; provided, however, that the aggregate of such sales made by the Holdings Entities as a group in any one year shall not exceed 10% of the outstanding securities of any class of KMOC; (b) pursuant to make any disposition a merger, consolidation or other business combination involving Holdings, where Holdings is not the surviving entity, or a sale of all or any portion substantially all of Holdings's assets; provided, however, that the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company surviving or purchasing entity agrees to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of this Agreement and the notice given Voting Agreement; or (c) pursuant to a Transfer of Shares by the Holder Holdings to the Company. Notwithstanding the foregoinga Wholly Owned Subsidiary, no from a Wholly Owned Subsidiary of Holdings to Holdings or between Wholly Owned Subsidiaries of Holdings (any such registration statement, opinion of counsel or “no action” letter transferee shall be necessary for referred to herein as a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, "Permitted Transferee"). provided that in the case of any such Transfer, Holdings shall have provided KMOC with written notice of such proposed Transfer at least 15 days prior to consummating such Transfer stating the name and address of the Permitted Transferee, the relationship between Holdings and the Permitted Transferee, and the Permitted Transferee shall have executed a transfer copy of this Agreement as a shareholder of KMOC. If any Permitted Transferee to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject whom Shares have been Transferred pursuant to this Section 2.1 by Holdings ceases to be a Permitted Transferee, such Shares shall be Transferred back to Holdings immediately prior to the terms time such Person ceases to be a Permitted Transferee of Holdings. Holdings and such Permitted Transferee shall be jointly and severally liable for any breach of this Section 1.2 as if Agreement by such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2Permitted Transferee. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees not No Director shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any other manner transfer, any Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer to make any Person (each such action, a “Transfer”), except pursuant to a Permitted Transfer. (b) From and after the date hereof, all certificates or other instruments representing Securities held by each Director shall bear a legend which shall state: “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares of Common Stock represented hereby are restricted by and are subject to all of the terms, conditions and provisions of that certain Amended and Restated Stockholders Agreement, dated June 29, 2011, as amended from time to time, by and between the Company and the stockholders party thereto, which agreement is on file at the principal office of the Company.” (c) All certificates representing Securities held by each US Stockholder (other than Securities that have been previously registered and sold pursuant to an effective registration statement under the Securities Act) shall bear a legend which shall state: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.” (d) All certificates representing Securities held by each Non-US Stockholder (other than Securities that have been previously registered and sold pursuant to an effective registration statement under the Securities Act) shall bear a legend which shall state: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the applicable securities law of any state of the United States or any portion other jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with the provisions of Regulation S under the Registrable Securities Act of 1933, as amended, pursuant to registration under the Securities Act of 1933, as amended, or pursuant to an available exemption from such registration and no hedging transactions may be engaged in with regard to the Common Stock, except in compliance with the Securities Act of 1933, as amended. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act of 1933, as amended.” (e) Any attempt to Transfer any Security by a Director which is not in accordance with this Agreement shall be null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Securities to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the terms hereof. (f) Each Director agrees that it will not effect any Transfer of Securities unless such Transfer is a Permitted Transfer and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and made (i) there is then in effect a pursuant to an effective registration statement under the Securities Act covering such proposed disposition or pursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and such disposition is made (ii) in accordance with such registration statementall applicable Laws (including, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionwithout limitation, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2securities Laws). (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees Tenant shall not to make Transfer this Lease or the Premises without first obtaining the Landlord's prior written consent thereto, which consent may not be unreasonably withheld by Landlord. In the event that Tenant proposes any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed Transfer, Tenant shall notify Landlord in writing for at least thirty (30) days before the benefit of date on which the Company Transfer is to be bound by this Section 1.2effective and, provided and to the extent as included with such Section is then applicablenotice, and furnish Landlord with (i) there is then in effect a registration statement under the Securities Act covering name of the entity receiving such proposed disposition and such disposition is made in accordance with such registration statementTransfer (the "Transferee"), or (ii) such Holder shall have notified the Company a detailed description of the proposed disposition and shall have furnished the Company with a detailed statement business of the circumstances surrounding Transferee, (iii) audited financial statements of the proposed dispositionTransferee, and(iii) all written agreements governing the Transfer, if (iv) any other information reasonably requested by the Company, such Holder shall have furnished the Company Landlord with (A) an opinion of counsel, reasonably satisfactory respect to the CompanyTransfer or the Transferee, that such disposition will not require registration under the Securities Act, and (Bv) a “no action” letter from reasonable fee not to exceed $2,500 to compensate Landlord for legal fees, costs of administration and other expenses to be incurred in connection with the SEC to the effect that the proposed sale, pledge, or transfer review and processing of such Registrable Securities without registration will not result in a recommendation by the staff documentation. Landlord shall respond to Tenant's request for approval or disapproval of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to Transfer within 10 business days after Landlord receives the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate request and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records documents and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2information required above. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in In the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): event Tenant (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933merges or consolidates with one of its subsidiaries or affiliates, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERmerges with any other company, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. or (ciii) The Company shall promptly reissue unlegended certificates sells substantially all of its assets, (iv) pledges this Lease as part of its corporate financing, or (v) sells shares of its stock on any recognized securities exchange and the resulting entity reaffirms all of the Tenant's obligations under this Lease and owns at least 50% of the request stock of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable resulting entity, then the Landlord's consent to the Company to Transfer shall not be required; provided, however, that Tenant shall notify Landlord of the effect that Transfer within thirty (30) days and provide Landlord with the securities proposed to be disposed information described in items (i), (ii) and (iii) of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause Section (b)(ii) above at the request of any Holder upon the termination of this AgreementA).

Restrictions. (aNotwithstanding the foregoing, a Stockholder will not be required to comply with Section 3(b) Each Holder agrees not to make in connection with any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit proposed Sale of the Company (the “Proposed Sale”) unless: (i) any representations and warranties to be bound made by this Section 1.2such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, provided ownership and the ability to convey title to such Capital Stock (and, if applicable, Convertible Securities), including but not limited to representations and warranties that (A) the Stockholder holds all right, title and interest in and to the extent such Section is then applicable, and Capital Stock (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Companyapplicable, Convertible Securities) such Holder shall have furnished the Company with (A) an opinion Stockholder purports to hold, free and clear of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Actall liens and encumbrances, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff obligations of the SEC that action be taken Stockholder in connection with respect thereto; or the transaction have been duly authorized, if applicable, (C) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms, and (D) neither the execution and delivery by the Stockholder of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other evidence reasonably satisfactory to counsel Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow or holdback established to cover breaches of representations, warranties and covenants of the Company as well as breaches by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person (except to the effect extent that the proposed salefunds may be paid out of an escrow or holdback established to cover breach of representations, pledge, or transfer warranties and covenants of the Registrable Securities may be effected without registration under Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to the Securities Act, whereupon the Holder amount of consideration paid to such Restricted Securities shall be entitled to sell, pledge, or transfer Stockholder in connection with such Restricted Securities Proposed Sale (in accordance with the terms provisions of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter Certificate); (iv) liability shall be necessary for a transfer limited to an affiliate such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Certificate) of a Holder or negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by a Holder such Stockholder of breaches of the representations listed in Section 3(c)(i), the liability for which is need not be limited as to such Stockholder; and (v) upon the consummation of the Proposed Sale, (A) a partnership to its partners each Stockholder will receive the same form of consideration for their class or retired partners series of Capital Stock as is received by other Stockholders in accordance with partnership interestsrespect of the same class or series of Capital Stock, (B) a limited liability company to its members each Stockholder will receive the amount of consideration per share of such class or former members series of Capital Stock as is received by other Stockholders in accordance with their interest in respect of shares of the limited liability companysame class or series of Capital Stock, (C) with respect to any Sale of Control for which the Initiating Stockholders and acquiror approve in writing the purchase of the Convertible Securities, each Stockholder will receive the same amount of consideration per Convertible Security as is received by other Stockholders in respect of the same Convertible Security with the same exercise/conversion price, and (D) unless the holders of at least 66 2/3% of the then outstanding Capital Stock elect otherwise by written notice given to the Company at least five days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of Capital Stock shall be allocated among the holders of Capital Stock (and, if applicable, Convertible Securities on a corporation net as-exercised/as-converted basis) on the basis of any liquidation preferences to its stockholders which the holders of each respective series and classes of Capital Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with their interests the Certificate in the corporation, (D) effect immediately prior to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2Proposed Sale. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. Any agreement signed by Executive at the time of hire or during employment regarding non-disclosure; trade secrets; confidential or proprietary information; disclosure or ownership of inventions, methods, processes or improvements; non-solicitation; or non-competition, including the Non-Competition, Non-Solicitation, and Confidentiality Agreement, dated February 22, 2010 (a) Each Holder agrees not “Non-Competition Agreement”), shall continue in full force and effect. Provided further and notwithstanding any language in the Non-Competition Agreement to make the contrary, if, during the time or duration of any disposition of all or any portion of agreement signed by the Registrable Securities unless and until the transferee has agreed in writing for the benefit of Executive with the Company that would otherwise constitute a restriction to be bound by this Section 1.2, provided and to or upon the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities Executive in accordance with the terms of this Agreement, the notice given Executive shall be offered employment by another company or entity (including an entity in which he may be a promoter or founder and equity holder) (referred to as the “Employment Opportunity”) that, if such Employment Opportunity be accepted by the Holder Executive would or could directly or indirectly cause him to breach or to violate any restriction contained in this Agreement (or incorporated in this Agreement), the Executive may present this Employment Opportunity to the Company and the Company, at its sole option and within its sole and exclusive discretion, may release the Executive from any restriction or may modify any such restriction. Notwithstanding It is further expressly and clearly understood by the foregoing, Executive and the Company that: (1) the Company shall have no obligation to release or to modify any such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust restriction for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in Executive and may deny the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject same for any reason whatsoever without explanation to the terms of this Section 1.2 as if Executive, (2) any such transferee were an original Holder hereunder. Each Holder consents to release or modification agreed upon or granted shall be in writing signed by the Executive and the Company, (3) any discussions between the Executive and the Company making a notation on its records and giving instructions to any transfer agent of concerning the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities Employment Opportunity shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between treated as confidential information by the Company and shall not be disclosed to third parties without the Holder thereof): consent of the Executive in writing authorizing the same, (i4) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933in evaluating the Employment Opportunity, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company may conduct such due diligence as it may, within its sole discretion, deem appropriate properly to evaluate the effect that Employment Opportunity as it shall or may relate to any restrictions binding the securities proposed Executive and its decision pertaining to be disposed release or modification of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementsame.

Restrictions. Tenant shall not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant’s leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees, or sublet the Premises or any portion thereof (acollectively or separately, as the case may be, any such instance hereinafter a “transfer”), without obtaining, in each such instance, Landlord’s prior written consent. ▇▇▇▇▇▇▇▇’s consent shall not be unreasonably withheld, provided (i) Each Holder agrees that the occupancy resulting therefrom will not violate any rights theretofore given to make any disposition other tenant of the Commercial Center, (ii) that substantially the same type, class, nature and quality of business, merchandise, services, management and financial soundness of ownership is maintained and will continue to be furnished in a manner compatible with the high standards contemplated by this Lease, (iii) that the business reputation of the proposed new occupant is not less than that of Tenant, (iv) that the proposed new occupant or its manager has, within the 5 year period immediately preceding the proposed transfer, at least 3 years’ experience in operating a business in the food service industry, (v) that as a result of such transfer the Premises or any part thereof would not be subject to any alteration, addition or other change or requirement to bring the same into compliance with all then applicable environmental, remedial and other laws including, without limitation, all laws, ordinances, rules, directions, regulations, guidelines, requirements and orders of all governmental and public bodies and agencies having jurisdiction there over, and (vi) that none of the covenants, conditions or obligations imposed upon Tenant by this Lease, including without limitation any use restrictions, nor any of the rights, remedies or benefits afforded Landlord by this Lease, are thereby impaired or diminished. Consent by Landlord to one or more transfers shall not release Tenant from its obligations hereunder and shall not operate as a waiver or discharge of any of the provisions of this Article with respect to any subsequent transfer. ▇▇▇▇▇▇▇▇’s acceptance of rent from anyone other than Tenant shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to any transfer of all or any portion part of Tenant’s leasehold estate hereunder or the subletting of all or any part of the Registrable Securities unless Premises. Any transfer or attempted transfer without ▇▇▇▇▇▇▇▇’s written consent shall be void and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicableconfer no rights upon any third person, and (i) there is then in effect at the option of Landlord, shall terminate this Lease; and said third person shall be occupying the Premises as a registration statement under tenant at sufferance. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementoption of Landlord, terminate all or any existing subleases or subtenancies, or (ii) shall operate as an assignment to Landlord of such Holder shall have notified subleases or subtenancies. If Tenant is a corporation, the Company capital stock of the proposed disposition and shall have furnished the Company with which is not publicly traded on a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledgerecognized national stock exchange, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed saleis an unincorporated association, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate in excess of fifty-one percent (51%) from the holdings at the time such entity became Tenant hereunder shall be deemed as a transfer within the meaning and provisions of this Article; provided, however, such an event shall not be deemed a transfer hereunder if the same is a result of the death of any of said stockholders, members or former partners, occurs among the present stockholders, members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holderpartners, or (E) such transfer is exempt from registration under Rule 144 effected for bona fide estate planning purposes whereby spouses or children of the Securities Actpresent stockholders, provided members or partners become beneficial owners thereof. ▇▇▇▇▇▇ agrees to reimburse Landlord for Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the case of a transfer to an affiliate processing and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request documentation of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementrequested transfer.

Restrictions. (a) Each Holder agrees Notwithstanding any other provision of this Section 3, the Euramax Group shall not be required to make pay any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound Management Fees contemplated by this Section 1.23(a), provided if and to the extent such Section payment is then applicable, and expressly prohibited by the provisions of (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition Indenture dated as of September 25, 1996, as supplemented by the Amended and such disposition is made in accordance with such registration statementRestated Supplemental Indenture, dated as of December 14, 1999, by and among Euramax International Limited, certain other subsidiaries of Euramax named therein and Chase Manhattan Bank as Trustee or (ii) such Holder shall have notified the Company Second Amended and Restated Credit Agreement, dated as of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionMarch 15, and2002, if reasonably requested by among the Company, such Holder shall have furnished certain subsidiaries of the Company with named therein, the Lenders named therein and BNP Paribas as Agent, as the same may be amended, modified or supplemented, from time to time (A) an opinion the “Facility Agreements”), or any other credit, financing or other agreements or instruments binding upon the Euramax Group or their properties; provided, however, that if, as a result of counselthe operation of any such prohibitions, reasonably satisfactory payments otherwise owed hereunder are not made, such payments shall not be cancelled but rather shall accrue, and shall be payable by the Euramax group promptly when, and to the Companyextent that, that the Euramax Group is no longer prohibited from making such disposition will not require registration payments, together with accrued interest calculated at the Base Rate of interest then charged under the Securities Act, (B) a “no action” letter foregoing Second Amended and Restated Credit Agreement from the SEC date such payment was due through the date of payment. No amendment to the effect that the proposed sale, pledge, this Agreement which results or transfer of such Registrable Securities without registration will not could reasonably be expected to result in a recommendation the incurrence of any additional liabilities by the staff Company hereunder shall be effective without the affirmative consent of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer independent members of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder board of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms directors of the notice given by the Holder to the Company. Notwithstanding This Section 3(e) will not prohibit nor restrict, in any manner, the foregoingEuramax Group’s obligation to make the payments specified in Section 3(a) or Section 3(b), no such registration statementto make reimbursements pursuant to Section 3(d), opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership provide indemnification pursuant to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual HolderSection 6, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or make any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of payments contemplated by this Agreement.

Restrictions. (a) Each Holder agrees The Investors covenant that the Securities will be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from, or in a transaction not to make any disposition of all or any portion subject to, the registration requirements of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicableAct, and in compliance with applicable state securities laws. In connection with any transfer of Securities other than (i) there is then pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 (provided that the Investor provides the Company with reasonable assurances (in effect the form of a registration statement seller representation letter) that such Securities, as applicable, may be sold pursuant to such rule) or Rule 144A (as promulgated under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementAct), or (iiiv) such Holder shall have notified in connection with a bona fide pledge as contemplated in Section 4.1(c), the Company of may require the proposed disposition and shall have furnished transferor to provide to the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counselcounsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such disposition will transfer does not require registration of such transferred Securities, as applicable, under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no the Company hereby consents to and agrees to register on the books of the Company and with its Transfer Agent, without any such registration statementlegal opinion, opinion except to the extent that the transfer agent requests such legal opinion, any transfer of counsel or “no action” letter shall be necessary for a transfer Securities, as applicable, by an Investor to an affiliate Affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such Investor; provided further that such transfer is exempt from registration under Rule 144 does not involve a “sale” within the meaning of Section 2(a)(3) of the Securities Act; and provided, provided in the case further that such Affiliate does not request any removal of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 any existing legends on any certificate evidencing such Securities, as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2applicable. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in The Investors agree to the imprinting, until no longer required by this Section 4.1(b), of the following forms (in addition to legend on any legend required under applicable state securities lawscertificate evidencing any of the Securities: THESE SECURITIES [for Notes, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) insert: AND THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT SECURITIES ISSUABLE UPON CONVERSION HEREOF; for Commitment Fee Warrants, insert: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN AMENDED (THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.“SECURITIES

Restrictions. (a) Each Holder agrees not to make All Purchased Restricted Shares shall be fully vested and credited as fully paid at the time of payment in full of the amount specified in Section 1 hereof. There will be no restrictions on sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any disposition of all the Purchased Restricted Shares or any portion agreement or commitment to do any of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and foregoing (each a "Transfer") with respect to the extent such Section is then applicablePurchased Restricted Shares, and whether voluntary or involuntary, by operation of law or otherwise, except as set forth specifically in this Restricted Share Agreement, including (i) 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 statementSection 2(b) hereof, or (ii) such Holder shall have notified the Company which provides that, upon termination of the proposed disposition and shall have furnished Participant's employment, the Company with a detailed statement of Participant can be required to sell the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory Purchased Restricted Shares to the Company, that such disposition will not require registration under the Securities Actsubject to certain terms and conditions, (Bii) a “Section 13 hereof, which provides that no action” letter from the SEC Purchased Restricted Shares shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of prior to the effect end of the Lock-Up Period except as otherwise expressly permitted under this Restricted Share Agreement, (iii) Section 14(a) hereof, which provides that Participant's right to participate in certain sales is subject to specified requirements and limitations, and (iv) Section 14(b) hereof, which provides that Participant can be compelled to participate in certain sales. (b) Upon any termination of the proposed saleParticipant's employment with the Company or any affiliate of the Company (unless, pledgeupon such termination, or transfer of such Registrable Securities without registration will not result in a recommendation Participant immediately becomes employed by the staff Company or another affiliate of the SEC that action be taken with respect thereto; or (CCompany) for any other evidence reasonably satisfactory to counsel reason prior to the Company Public Offering Date (as defined in Section 13(b) below) (a "Call Purchase Event"), subject to the effect that provisions of this Section 2(b), the proposed saleCompany may, pledgeat its option, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the exercisable by written notice given by the Holder (a "Call Notice") delivered to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel Participant (or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer deceased Participant, the Participant's personal representative, executor or administrator) within ninety (90) days after the applicable Call Purchase Event (or, in the event the applicable Call Purchase Event is the death of the Participant, within thirty (30) days after the appointment and qualification of the deceased Participant's personal representative, if later), elect to an affiliate and all cases enumerated in clauses (A) – (E) that repurchase and, upon the transferee is subject to the terms giving of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to notice, the Company making shall be obligated to repurchase and the Participant (and the related transferees, if any, of the Participant or, in the case of a notation on its records and giving instructions deceased Participant, his personal representative, executor or administrator) (the "Seller") shall be obligated to any transfer agent sell, all of the Restricted Securities in order to implement Purchased Shares held by the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof):Seller at a per-Share price equal to: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933if the Participant is terminated by the Company or an affiliate for Cause, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.then the lower of (x) Fair Market Value or (y) US$10; (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERif the Participant is terminated by the Company or an affiliate without Cause, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.then Fair Market Value; or (ciii) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to Participant's employment with the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registrationor any affiliate terminates for any other reason, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementthen US$10.

Restrictions. (a) Each Holder agrees The Company shall not be required to make issue any disposition shares of all or any portion Common Stock under this Warrant if the issuance of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of such shares would constitute a violation by the Company to be bound by this Section 1.2of any provision of any law, provided and to the extent such Section is then applicable, and rule or regulation of (i) there any governmental authority, including without limitation, compliance with the registration or qualification requirement of applicable federal and state securities laws or (ii) any applicable self governing organization or stock exchange, including without limitation, the rules, regulations or listing requirements of The Nasdaq Stock Market or the SWX Swiss Exchange. If at any time the Company shall determine, based upon the advice of securities counsel, that the registration, qualification or listing of any shares subject to this Warrant under any applicable state or federal law or other applicable rules or regulations (including those of Nasdaq or the SWX Swiss Exchange) is then necessary as a condition of, or in effect connection with, the issuance of shares, the Company shall not be required to issue any shares of Common Stock under this Warrant unless the Company has received evidence reasonably satisfactory to it that (A) in connection with the Securities Act, a registration statement under the Securities Act covering is in effect with respect to such proposed disposition and shares or the holder of this Warrant may acquire such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) shares pursuant to an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require exemption from registration under the Securities Act, and (B) a “no action” letter from in connection with the SEC to SWX Swiss Exchange, such shares have been properly listed on the effect that SWX Exchange. (b) If the proposed sale, pledge, or transfer of such Registrable Securities without registration will Warrantholder has not result paid in a recommendation by full (in the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities manner and in accordance with the terms of the notice given Asset Purchase Agreement or as otherwise agreed by the Holder Company and the Warrantholder), any amounts owed to the CompanyCompany pursuant to Section 8 of the Asset Purchase Agreement and the Warrantholder elects to exercise this Warrant during the pendency of any such outstanding deficiency, then the aggregate Exercise Price in effect immediately prior to such time will be increased (solely for purposes of this paragraph 2.5(b)) by the deficient amount owed to the Company by the Warrantholder. Notwithstanding the foregoing, no and except as otherwise set forth in Section 8(b)(v) of the Asset Purchase Agreement, if any such registration statementdeficiency has not been finally resolved, opinion paid or settled at the conclusion of counsel the Exercise Period, then the Warrantholder may not exercise this Warrant and the Company shall not be required to issue any shares of Common Stock under this Warrant. Neither the exercise of nor the failure to exercise this right will constitute an election of remedies or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners limit the Company in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest any manner in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) enforcement of any other remedies that may be available to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2Company. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. Optionee hereby represents and warrants to the Corporation as follows: (a) Each Holder agrees The Option and the right to purchase the Option Shares is personal to the Optionee and shall not be transferred to make any disposition other person, other than by will or the laws of all descent and distribution or any portion pursuant to a qualified domestic relations order as defined by the Code, or Title I of the Registrable Securities unless and until Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or by the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a registration statement rules promulgated under the Securities Act covering such proposed disposition Code or ERISA. The Option and such disposition is made the right to purchase the Option Shares shall not be collaterally assigned, pledged or hypothecated in accordance with such registration statement, any way (whether by operation of law or (iiotherwise) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositionnot be subject to execution, andattachment or similar process. Any attempted transfer, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed saleassignment, pledge, hypothecation or transfer of such Registrable Securities without registration will not result in a recommendation by the staff other disposition of the SEC that action be taken with respect thereto; Option or (C) of any other evidence reasonably satisfactory to counsel rights granted under this Agreement contrary to the Company to the effect that the proposed sale, pledgeprovisions of this section 5, or transfer the levy of any attachment or similar process upon the Registrable Securities may be effected without registration under the Securities ActOption or such right, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate null and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2void. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially Notwithstanding anything to the contrary contained in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof):paragraph 5(a), (i) in the event of Optionee's death, Optionee's executor(s), administrator(s) or the person(s) to whom the Optionee's rights under the Option shall pass by will or applicable laws of decent and distribution, may exercise, within one year of Optionee's death, the Option to the extent that Optionee was entitled to exercise the Option on the date of Optionee's death; and (ii) in the event of Optionee's permanent and total disability, Optionee's legally appointed representative(s) may exercise, within one year of Optionee's permanent and total disability, the Option to the extent that Optionee was entitled to exercise the Option on the date of Optionee's permanent and total disability. (c) Optionee has been advised and understands that: (i) the Option has been issued in reliance upon an exemption from registration under the Securities Act and applicable state statutes; (ii) the Option Shares have not been registered under the Securities Act or applicable state statutes and must be held and may not be sold, transferred, or otherwise disposed of for value unless the Option Shares are subsequently registered under the Securities Act or an exemption from such registration is available; (iii) the Corporation is under no obligation to register the Option or the Option Shares under the Securities Act or any applicable state statutes; (iv) the Corporation's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer of the Option Shares and any certificate issued upon exercise of the Option representing any Option Shares will bear on its face a legend in substantially the following form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"). SUCH SHARES SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERREDASSIGNED, PLEDGED, HYPOTHECATED OR PLEDGED IN OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH INTEREST UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL ISSUER OF SUCH SECURITIES TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.”

Restrictions. Notwithstanding the foregoing, IGEN understands and agrees that the above licenses to IGEN and its Affiliates shall not include: (a) Each Holder agrees not the right to make grant sublicenses or to convey any disposition implied licenses, except to the limited extent expressly provided in Sections 2.1(a)(ii) and 2.2 and Article 5; (b) the right to Sell Roche Patented Enzymes (stand alone) for use with Component Systems made by or for IGEN or its Affiliates; (c) the right to convey with the Sale of all any enzyme, Instrument or any portion other product on a stand-alone basis, i.e. independent of the Registrable Securities unless and until Sale of a Component System or a Complete Diagnostic Kit which has a Label License bearing the transferee has agreed legends set forth in writing for Article 5, the benefit right to practice any process, method or test covered by a Valid Claim of any of the Company Licensed Patents; (d) the right to be bound "have made" Roche Patented Enzymes; (e) the right to "have made" Licensed Products (other than Roche Patented Enzymes) by this a Third Party (except as permitted by Section 1.2, provided and to the extent such Section is then applicable2.4 below), and provided further that: (i) there all of such products so manufactured by such Authorized Third Party carry IGEN's or its Affiliates' own name and those trademarks, tradenames, brand names and/or labels that IGEN or its Affiliates is then in effect a registration statement under the Securities Act covering using on such proposed disposition and such disposition is made in accordance with such registration statement, products when Sold by IGEN or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, its Affiliates and, if reasonably requested by in the Companyevent that any such products also carry the name of such Authorized Third Party, such Holder it shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC be only to the effect that the proposed sale, pledgesuch Authorized Third Party manufactured such product, or transfer of such Registrable Securities without registration will not result in a recommendation part thereof, for IGEN or its Affiliates and is otherwise consistent, including by the staff its size and location, with recognition of the SEC that action be taken with respect theretoproduct as an IGEN (or its Affiliate's) product; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.and (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.all such products so manufactured by such Authorized Third Party are purchased by or otherwise transferred to IGEN or its Affiliates and/or otherwise sold by IGEN or its Affiliates to End-Users; and (ciii) The Company such Authorized Third Party manufacturing for IGEN shall promptly reissue unlegended certificates at not be a seller or distributor of unlicensed products (which products Infringe Valid Claims of the request Licensed Patents) in connection with the manufacturing operations for IGEN; (f) the right, under Licensed Patents, for IGEN or its Affiliates to perform or otherwise engage in Diagnostic Services, other than clinical trials performed by or on behalf of any Holder thereof if such transfer is made pursuant to SEC Rule 144 IGEN or its Affiliates for purposes of clinical research and development of Licensed Products or the Holder shall have obtained an opinion registration of counsel reasonably acceptable Licensed Products; or (g) the right to convey the Company necessary rights for End-Users to perform PCR based Diagnostic Services under the effect that Licensed Patents in the securities proposed to be disposed Licensed Fields, except in conjunction with the Sale of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this AgreementComplete Diagnostic Kit.

Restrictions. (a) Each Holder agrees not Except as otherwise permitted under Section 16 of ------------ the Exchange Act (including any rules promulgated thereunder), Optionee may not, if he is subject to make any disposition of all or any portion liability under Section 16 of the Registrable Securities unless and Exchange Act, sell any Option Share issued hereunder until the transferee has agreed in writing for the benefit expiration of the Company six (6) month period commencing on the Date of Grant, unless the same would either not result in liability under said Section 16 or the Optionee consents to be bound by this Section 1.2, provided such liability and consents to the extent such Section is then applicable, and (i) 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 (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory disgorge any profits relating thereto to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each Optionee may not exercise this Option if, and to the extent that, Option Shares issued hereunder would constitute "Excess Common Stock" as defined in Article Nine of the Restated Bylaws of the Company (or any successor provision in the charter or bylaws of the Company or its successor in interest); provided, however, that with respect to that portion of the Option constituting the Incentive Stock Option, the restriction on exercise in this Section 8(b) shall not apply during the 90 day period immediately prior to the Expiration Date. (c) If pursuant to any provision hereof the Option would terminate on a date on which Optionee is prohibited from exercising all or a portion of the Option pursuant to Section 8(b), the term of the Option shall be extended with respect to that portion of the Option Shares which would constitute "Excess Common Stock" and shall terminate on the date which is 90 days after the date the Option may thereafter first be exercised with respect to such Option Shares without limitation pursuant to Section 8(b); provided that portion of the Option constituting the Incentive Stock Option shall in any event expire on the Expiration Date. (d) Optionee acknowledges and agrees that the Option Shares issued hereunder shall be subject to the restrictions set forth in Article Nine of the Restated By-Laws of the Company (or any successor provision in the charter or bylaws of the Company or its successor in interest) and each certificate representing Registrable Securities shall Option Shares will contain a legend substantially to the following effect (or as may be stamped or otherwise imprinted with legends substantially required to give notice of any successor provision in the following forms charter or bylaws of the Company or its successor in interest): TRANSFER OF THESE SHARES IS SUBJECT TO RESTRICTIONS DESIGNED TO AVOID AN "OWNERSHIP CHANGE" WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUCH RESTRICTIONS ARE SET FORTH IN ARTICLE NINE OF THE RESTATED BYLAWS OF THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY SUCH RESTRICTIONS. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THIS CERTIFICATE UPON REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH RESTRICTIONS. (in addition e) Optionee understands and acknowledges that the Option and Option Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or other applicable securities laws and represents that he is acquiring the Option and will acquire the Option Shares for his own account for investment and not with a view to any distribution thereof. Optionee acknowledges that, unless issued pursuant to an effective registration statement, each certificate for Option Shares will contain a legend required under applicable state securities laws, substantially to the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) THE following effect: THESE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR PLEDGED OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO REGISTRATION. THE COMPANY RECEIVES HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL COUNSEL, CERTIFICATION AND/OR OTHER EVIDENCE REASONABLY INFORMATION SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDIT. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

Restrictions. (a) Each Holder agrees not to make The Restricted Parties shall not, directly or indirectly sell, transfer or otherwise dispose of (collectively, "Transfer") any disposition shares of all Aspen Common Beneficially Owned by such Persons or any portion of the Registrable Securities unless and until the transferee has agreed in writing legal or beneficial interest therein except for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and Transfers: (i) there to Persons who agree to be Restricted Parties bound by the provisions of this Agreement in a written instrument delivered to Aspen in form and substance reasonably acceptable to Aspen, (ii) that have been consented to in writing by Aspen, (iii) pursuant to a Third Party Tender Offer, (iv) pursuant to a merger, consolidation or reorganization to which Aspen is a party, (v) in a bona fide public distribution or bona fide underwritten public offering (including pursuant to the exercise of rights granted in the Registration Rights Agreement dated as of the date hereof between Aspen and Accenture, as it may be amended from time to time (the "Registration Rights Agreement")) or under a Shelf Registration under the Registration Rights Agreement, (vi) pursuant to Rule 144 of the Securities Act or pursuant to a privately negotiated transaction or (vii) pursuant to bona fide "cashless collar" hedging or other hedging transaction; provided that, in the case of any Transfer pursuant to clause (vi), such Transfer does not result in, to the knowledge of the Restricted Parties after reasonable inquiry, any other Person acquiring, after giving effect to such Transfer, Beneficial Ownership, individually or in the aggregate with such Person's Ultimate Parent Entity, Subsidiaries and Affiliates, of more than ten percent of the total number of shares of Aspen Common then outstanding. In regard to any Transfer in effect a privately negotiated transaction contemplated by clause (vi) of this Section 3.2(a), Restricted Parties shall provide that their brokers not arrange for any such Transfer to any Person that, with such Person's Ultimate Parent Entity, Subsidiaries and Affiliates, Beneficially Owns five percent or more of the total number of shares of Aspen Common, it being understood that such determination shall be made based solely upon a review of publicly available filings made with respect to Aspen on Forms 13D and 13G under the Exchange Act. Furthermore, a Restricted Party shall give Aspen notice two trading days (or, if such notice period is not reasonably practicable in connection with a particular Transfer, such shorter period as is reasonably practicable) prior to any Transfer of a number of shares of Aspen Common in excess of the greater of (x) 100,000 shares of Aspen Common or (y) 50% of the average daily reported volume of trading in the Aspen Common on all national securities exchanges and/or reported through the automated quotation system of a registered securities association for the five trading days preceding the giving of such notice. It is understood that the notice provided for in the preceding sentence is solely for the purpose of allowing Aspen an opportunity to discuss with the Restricted Party making the Transfer the manner in which the offer and sale of the Aspen Common is contemplated to be made and the potential to minimize a disruption, if any, in the market for the Aspen Common as a result of such Transfer. (b) If any Restricted Party decides to dispose of any of the Aspen Common, each Restricted Party understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) pursuant to an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require exemption from registration under the Securities Act, (B) a “no action” letter from the SEC . Each Restricted Party agrees to the effect that imprinting, so long as appropriate, of substantially the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff following legends on certificates representing any of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest securities referenced in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunderpreceding sentence. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): (i) "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. , OR ANY STATE SECURITIES LAW, AND SUCH SHARES SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERREDTRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR PLEDGED IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION OR UNLESS ACT AND APPLICABLE STATE SECURITIES LAWS. THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH ARE SUBJECT TO THE TERMS OF AN A STOCKHOLDER AGREEMENT DATED AS OF FEBRUARY 8, 2002 BETWEEN THE COMPANY ASPEN TECHNOLOGY, INC. AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYACCENTURE LLP. " The legend set forth above shall be removed if and when (ci) The Company shall promptly reissue unlegended certificates at the request securities represented by such certificate are disposed of any Holder thereof if such transfer is made pursuant to SEC Rule 144 an effective registration statement under the Securities Act or the Holder shall have obtained (ii) Accenture delivers to Aspen an opinion of counsel reasonably acceptable to the Company Aspen to the effect that such legends are no longer necessary. (c) The provisions of Section 3.2(a) shall apply only on such dates, if any, on which the securities proposed to be disposed Restricted Parties' aggregate Beneficial Ownership of may lawfully be disposed Voting Stock is greater than five percent of without registration, qualification or legend. The Company the Total Current Voting Power of all outstanding Voting Stock and shall promptly reissue a certificate without terminate in any event as of the legend referenced in clause (b)(ii) above at second anniversary of the request of any Holder upon the termination date of this Agreement.

Restrictions. (a) Each Holder agrees not Notwithstanding anything to make any disposition the contrary contained in this Guarantee and Security Agreement, none of all the Collateral Agent, the Investor or any portion of Grantor will take or instruct the Registrable Securities unless Collateral Agent to take any action pursuant to this Guarantee and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and Security Agreement that (i) there is would constitute or result in any assignment of a Permit (as defined in Section 4.03(a)) or any transfer of control of such Grantor or any Subsidiary of such Grantor if such assignment of a Permit or transfer of control would require under then in effect a registration statement under existing law (including the Securities Act covering such proposed disposition written rules and such disposition is made in accordance with such registration statement, regulations promulgated by the FCC) the prior approval of the FCC or any State PUC or (ii) such Holder shall have notified would otherwise require the Company prior approval of the proposed disposition and shall have furnished FCC or any State PUC, unless such approval has been obtained (as applicable) from such State PUC or from the Company with a detailed statement FCC. Without limiting the generality of the circumstances surrounding foregoing, the proposed disposition, and, if reasonably requested by Collateral Agent and the Company, such Holder shall have furnished the Company Investor each specifically agrees that (a) voting rights with (A) an opinion of counsel, reasonably satisfactory respect to the Company, that Pledged Collateral will remain with the holders of such disposition will not require registration under voting rights during the Securities Act, (B) a “no action” letter from the SEC existence of an Event of Default unless and until any required prior approvals to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation voting rights have been obtained (as applicable) from such State PUC or from the FCC, and (b) during the existence of any Event of Default and foreclosure upon the Pledged Collateral by the staff Collateral Agent, there will be either a private or public sale of the SEC that action be taken with respect thereto; or Pledged Collateral, and (Cc) any other evidence reasonably satisfactory to counsel prior to the Company to exercise of voting rights by the effect that the proposed purchaser at any such sale, pledge, any consent of any State PUC or transfer of the Registrable Securities may FCC required pursuant to any State Communications Act or the Federal Communications Act (respectively) will be effected without registration under obtained. For the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms purposes of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to 6.04, "FCC" means the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents Federal Communications Commission or any other agreement between entity or agency that succeeds to its responsibilities and powers, "State Communications Acts" means the Company and the Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) The Company shall promptly reissue unlegended certificates at the request laws of any Holder thereof if state in which any Grantor or any Subsidiary of such transfer Grantor does business that govern the provision of communications services offered or performed by such Grantor or any Subsidiary of such Grantor within such state and are applicable to such Grantor or such Subsidiary of such Grantor, as amended from time to time, and as implemented by the rules, regulations, and orders of the applicable State PUC or any court of competent jurisdiction and "State PUC" means the public utility commission or other regulatory agency of any state in which any Grantor or any Subsidiary of such Grantor does business that is made pursuant to SEC Rule 144 vested with jurisdiction over such Grantor or such Subsidiary of such Grantor and over State Communications Acts or the Holder shall have obtained an opinion provision of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreementcommunication services within such state.