Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with the following legends (in addition to any legend required under applicable state securities laws): (a) 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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (ai) the Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred, (including, without limitation, ii) shares of the Company's Common Stock issued upon conversion of the Series C-2 Convertible A Preferred, Series B Preferred, Series C Preferred issued upon exercise of the Warrants), (b) the Conversion Stockor Series D Preferred, and (ciii) any other securities issued in respect of the Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred and Common Stock issued upon conversion of the Conversion Stock Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 THESE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. (i) Each certificate representing (a) the Preferred (including, without limitation, Purchased Shares may be endorsed with a legend substantially similar to the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with the following legends (in addition to any legend required under applicable state securities laws): (a) following: THE SHARES REPRESENTED SECURITIES EVIDENCED 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 SOLD, TRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN THE ABSENCE OF COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH REGISTRATION ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY ACCEPTABLE SATISFACTORY TO IT THE COMPANY, STATING THAT SUCH SALE SALE, TRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID SUCH ACT. COPIES THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF THE AGREEMENTS COVERING SERIES A CONVERTIBLE PREFERRED STOCK AND THE PURCHASE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYSUCH PREFERENCES AND/OR RIGHTS." (ii) Each Purchaser consents certificate representing the Purchased Shares may also be endorsed with any other legends required by applicable state securities laws. (iii) The Company need not register a transfer of any Purchased Shares, and may also instruct its transfer agent, if any, not to register the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the PreferredPurchased Shares, unless the Exchangeable Shares or conditions specified in the Conversion Stock in order to implement the restrictions on transfer established in this Registrationforegoing legends are satisfied.

Restrictive Legend. Each certificate or note representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, Securities and (c) any other securities issued in respect of the Preferred or the Conversion Stock Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 “ACT”) OR UNDER ANY STATE SECURITIES LAWS. SUCH SHARES SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE ACT OR UNLESS THE COMPANY CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHE ACT AND SUCH SATE SECURITIES LAWS. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Preferred, (b) shares of the Conversion StockCommon Stock issued upon conversion of the Preferred, (c) any security for which subsequent registration rights are granted in accordance with Section 20(b) of the Agreement, and (cd) any other securities issued in respect of the Preferred or the Conversion Stock any shares described in clauses (a), (b), and (c) above upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below3 above) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 THESE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH REGISTRATION OFFER, SALE OR UNLESS THE COMPANY RECEIVES TRANSFER OR (II) THERE IS AN OPINION OF COUNSEL COUNSEL, REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY, THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FOR SUCH OFFER, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY." . SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES. Each Purchaser and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection.

Restrictive Legend. Each certificate representing The Purchaser understands and agrees that (ai) the Preferred (including, without limitation, Purchased Shares and the Series C-2 Convertible Preferred Warrants to be issued upon exercise of pursuant to this Agreement have not been registered under the Warrants), (b) the Conversion Stock, and (c) Securities Act or any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with the following legends (in addition to any legend required under applicable state securities laws): , and (aii) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND such securities may not be offered, sold, transferred, pledged, or otherwise disposed of unless pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and in accordance with any applicable securities laws of any state or other jurisdiction. The Purchaser further acknowledges that the Purchased Shares and the Warrants will be uncertificated and reflected in the register of members of the Company or in certificated form, respectively, and any electronic registration, book-entry record, or certificate, as applicable, shall include or be deemed to include a notation to the effect that such securities are subject to the following legend (or a substantially similar legend): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED, OR TRANSFERRED HYPOTHECATED: (A) IN THE ABSENCE OF SUCH (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UNLESS (2) AN EXEMPTION OR QUALIFICATION UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY RECEIVES OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY THAT SUCH SALE REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TRANSFER TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS EXEMPT FROM DEFINED IN REGULATION S UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES , DURING THE 40 DAYS FOLLOWING CLOSING OF THE AGREEMENTS COVERING THE PURCHASE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE, OR HYPOTHECATE THESE SECURITIES IN VIOLATION OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY RESTRICTIONS SHALL BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYVOID." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (ai) the Series AA Preferred (includingStock, without limitationSeries BB Preferred Stock, Series CC Preferred Stock, Series DD Preferred Stock, the Series C-2 Convertible Preferred issued upon exercise of AA Investors Common Shares, the Warrants), (b) Recapitalization Common Shares and the Conversion Stock, Stock and (cii) any other securities issued in respect of any of the Preferred or the Conversion Stock foregoing upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1A.3 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): ) (a) such shares required to bear such legend, “Restricted Securities”): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTACT (UNLESS THE COMPANY AFFIRMATIVELY WAIVES SUCH OPINION REQUIREMENT). COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." ” Each Purchaser Investor consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationRights Agreement.

Restrictive Legend. Each On and after the date of this Agreement, each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Preference Shares, (bii) the Conversion Stock, Shares and (ciii) any other securities issued in respect of the Preferred Preference Shares or the Conversion Stock Shares upon any stock share split, stock share dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.4 below) be stamped or otherwise imprinted with legends substantially in the following legends form (in addition to any legend required under applicable state securities lawsfederal, state, local or non-United States law): (a) “THE SHARES 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 “SECURITIES ACT”). SUCH SHARES SECURITIES MAY NOT BE SOLD TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR TRANSFERRED (B) PURSUANT TO RULE 144, OR (C) IN THE ABSENCE REASONABLE OPINION OF THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT.” (b) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE INITIAL REGISTRATION OR UNLESS STATEMENT OF THE COMPANY RECEIVES FILED UNDER THE SECURITIES ACT, AS SET FORTH IN AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM AGREEMENT BETWEEN THE REGISTRATION COMPANY AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES." ” Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Preference Shares or the Conversion Stock Ordinary Shares in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing (a) In order to reflect the Preferred (including, without limitation, restrictions on disposition of the Series C-2 Convertible Preferred issued shares acquired upon exercise of the WarrantsOption (the "Restricted Shares"), all stock certificates representing the Restricted Shares issued shall, if required by the Board (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock splitCommittee, stock dividendif established), recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with have affixed thereto a legend substantially in the following legends (in addition to any legend required under applicable state securities laws): (a) form: "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 THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THE COMPANY THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF NOT REQUIRED UNDER SAID ACT." "IN ADDITION, THE SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF JUNE 18, 1996, AS AMENDED, AMONG BPC HOLDING CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING CAPITAL STOCK OF SUCH CORPORATION. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYBPC HOLDING CORPORATION." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration."

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, Shares and (cii) any other securities issued in respect of the Preferred or the Conversion Stock Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) be stamped or otherwise imprinted with a legend substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY.CORPORATION. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" Each Purchaser consents letter referred to in Section 4(ii) to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Preferredsecurities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, the Exchangeable Shares unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or the Conversion Stock in order to implement the restrictions on transfer established in this Registration"no-action" letter shall be required.

Restrictive Legend. Each certificate representing (a) the Preferred (includingStock, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) the Founders' Stock, the Warrant Stock or any other securities issued in respect of the Preferred or the Conversion Stock such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend legends required under by agreement or by applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180-DAYS FOLLOWING THE EFFECTIVE DATE OF CERTAIN REGISTRATION STATEMENTS OF THE AGREEMENTS COVERING COMPANY FILED UNDER THE PURCHASE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE COMPANY." THESE SHARES. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock its capital stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion StockShares, and (cii) any other securities issued in respect of the Preferred or the Conversion Stock Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) be stamped or otherwise imprinted with a legend substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY.CORPORATION. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" Each Purchaser consents letter referred to in Section 4(ii) to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Preferredsecurities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, the Exchangeable Shares unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or the Conversion Stock in order to implement the restrictions on transfer established in this Registration"no-action" letter shall be required.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred Shares or the Conversion Stock Shares upon any stock split, stock dividend, recapitalizationRecapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 3.3 below) be stamped or otherwise imprinted with legends substantially in the following legends form (in addition to any legend required under applicable state securities lawsfederal, state, local or non-United States law): (a) “THE SHARES 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”). SUCH SHARES MAY NOT BE SOLD TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR TRANSFERRED (B) PURSUANT TO RULE 144, OR (C) IN THE ABSENCE OPINION OF THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.” (b) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION OR UNLESS STATEMENT OF THE COMPANY RECEIVES FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM AGREEMENT BETWEEN THE REGISTRATION COMPANY AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY. SUCH LOCK UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES." ” Each Purchaser Investor and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Preferred Shares or the Conversion Stock Shares in order to implement the restrictions on transfer established in this RegistrationSection 3.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Preferred, (bii) the Conversion Stock, and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.3 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." CORPORATION. Each Purchaser and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing (ai) the Preferred Series A Preferred, (including, without limitation, ii) shares of the Company's Common Stock issued upon conversion of the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion StockA Preferred, and (ciii) any other securities issued in respect of the Series A Preferred (or Common Stock issued upon conversion of the Conversion Stock Series A Preferred) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 THESE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR TRANSFERRED IN UNLESS (I) A REGISTRATION STATEMENT UNDER THE ABSENCE OF SECURITIES ACT IS EFFECTIVE COVERING SUCH REGISTRATION TRANSFER OR UNLESS THE COMPANY RECEIVES (II) THERE IS AN OPINION OF COUNSEL REASONABLY ACCEPTABLE COUNSEL, SATISFACTORY TO IT STATING THE COMPANY, THAT SUCH SALE OR TRANSFER AN EXEMPTION THEREFROM IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE ITS PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." OFFICES. Each Purchaser and Holder consents to the Company or BackWeb Canada, as the case may be, Company's making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Series A Preferred or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection.

Restrictive Legend. Each certificate representing (a) The Investor's acknowledge and agree that the Preferred (including, without limitationShares, the Series C-2 Convertible Preferred issued upon exercise Warrants and the shares underlying the Warrants and, until such time as the Shares, the Warrants and the shares underlying the Warrants have been registered under the 1933 Act and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Warrants)Shares, (b) the Conversion Stock, Warrants and (c) any other securities issued in respect of the Preferred or shares underlying the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event Warrants shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with bear the following legends (in addition to any legend required under applicable state securities laws):restrictive legends: (ai) THE [SHARES OF COMMON STOCK][WARRANTS] REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH [SHARES][WARRANTS] NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE INVESTOR'S SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, TO THE EFFECT THAT THE [SHARES MAY NOT OF COMMON STOCK][WARRANTS] TO BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE SOLD OR TRANSFERRED PURSUANT TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYAN EXEMPTION FROM SUCH REGISTRATION." Each Purchaser consents " (ii) Any legend required by the blue sky or securities laws of any state or jurisdiction to the Company or BackWeb Canada, as extent such laws are applicable to the case may be, making shares represented by the certificate so legended. The certificates representing the Common Stock and the Warrants shall be subject to a notation on its records and giving instructions to any stop transfer order with WHAI's transfer agent that restricts the transfer of the Preferred, the Exchangeable Shares such shares or the Conversion Stock warrants except in order to implement the restrictions on transfer established in this Registrationcompliance herewith.

Restrictive Legend. Each certificate representing (a) the Series A Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Stock, (b) the Conversion Stock, Stock and (c) any other securities issued in respect of the Series A Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with the following legends (in addition to any legend required under applicable state or foreign securities laws): (a) 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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES SHARES, IMPOSING CERTAIN RIGHTS OF FIRST REFUSAL AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Series A Preferred or the Conversion Common Stock in order to implement the restrictions on transfer established in pursuant to this RegistrationAgreement or applicable law.

Restrictive Legend. Each certificate representing (a) the Preferred (includingWarrant Share, without limitationwhen issued, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) any other securities issued shall include a legend in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with substantially the following legends (in addition to any legend required under applicable state securities laws): (a) THE form: THESE 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 1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN UNTIL A (1) REGISTRATION STATEMENT UNDER THE ABSENCE OF SUCH REGISTRATION ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR UNLESS (2) RECEIPT BY THE COMPANY RECEIVES OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF COMPANY TO THE COMPANY AT EFFECT THAT REGISTRATION UNDER THE PRINCIPAL EXECUTIVE OFFICES OF ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE COMPANY." Each Purchaser consents PROPOSED TRANSFER. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the Company observance or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to performance of any transfer agent of the Preferredterms of this Warrant, but will at all times in good faith assist in the Exchangeable Shares carrying out of all such terms and in the taking of all such action as may be necessary or the Conversion Stock appropriate in order to implement protect the restrictions on transfer established rights of the Holder of this Warrant against impairment. Dated: ____________ __, 2009 SPECTRASCIENCE, INC. Attest: By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman and CEO Title: Secretary The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of Purchasing ________ shares of Common Stock and hereby makes payment of ______________ in this Registrationpayment of the actual exercise price thereof.

Restrictive Legend. Each certificate representing (a) the ------------------ Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) Stock and the Conversion Stock, Shares and (c) any shares of Common Stock or other securities issued in respect of the such Preferred Stock or the Conversion Stock Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 8.4 below) be stamped or otherwise imprinted with the following legends (in addition to any legend required under applicable state securities laws): (a) legend: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE MAY NOT BEEN REGISTERED BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SHARES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD , OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS (2) THE COMPANY RECEIVES SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THAT NO VIOLATION OF SUCH SALE ACT OR TRANSFER IS EXEMPT SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER, OR (3) THE COMPANY SHALL HAVE RECEIVED A "NO ACTION" LETTER FROM THE REGISTRATION SECURITIES EXCHANGE COMMISSION COVERING SUCH TRANSFER AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE AN OPINION AS REFERRED TO ABOVE RELATING TO STATE LAW; TRANSFERABILITY IS FURTHER SUBJECT TO THE SECRETARY PROVISIONS OF THE COMPANY A PREFERRED STOCK PURCHASE AGREEMENT, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration."

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 6.4 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser Investor consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 6.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (bi) the Conversion Stock, Stock and the Warrants and the underlying stock and (cii) any other securities issued in respect of the Preferred or the Conversion Stock and the Warrants and the underlying stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section SECTION 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, Company's making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each stock certificate representing (ai) the Preferred ------------------ Securities, or (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (cii) any other securities issued in respect of the Preferred or the Conversion Stock Securities upon any stock split, stock dividend, merger, consolidation, recapitalization, merger, consolidation or similar event (collectively the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or --------------------- otherwise imprinted with legends in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 "ACT"). SUCH SHARES THESE SECURITIES --- HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY AND MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN THE ABSENCE OF SUCH REGISTRATION EFFECT AS TO THESE SECURITIES OR UNLESS THE COMPANY RECEIVES (II) THERE IS AN OPINION OF COUNSEL REASONABLY ACCEPTABLE COUNSEL, SATISFACTORY TO IT STATING THE CORPORATION, THAT SUCH SALE OR TRANSFER AN EXEMPTION THEREFROM IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER TRANSFER, THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS IMPOSING A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." CORPORATION. Each Purchaser Investor and holder of any Securities consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Securities in order to implement the restrictions on transfer established described in this RegistrationSection.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall The Securities (unless otherwise permitted by registered under the provisions of Section 4 belowAct) shall be stamped or otherwise imprinted with a legend in substantially the following legends (in addition to any legend required under applicable state securities laws): (a) form: THE SHARES 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 CERTAIN STATES. SUCH SHARES THESE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ABSENCE OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR UNLESS AN EXEMPTION THEREFROM. THE COMPANY RECEIVES ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER IS EXEMPT FROM TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE REGISTRATION ACT AND PROSPECTUS DELIVERY REQUIREMENTS ANY APPLICABLE STATE SECURITIES LAWS. The Securities also shall be stamped or imprinted with the following additional legends: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF SAID ACT. A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY." Each Purchaser consents . Any legend required by any applicable state securities laws or other agreements relating to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationSecurities.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion StockShares, (iii) the Common Shares and (civ) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i), (ii) and (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser Investor and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (a) the Preferred (includingStock, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) ------------------ the Conversion Stock, and (c) Stock or any other securities issued in respect of the Preferred or the Conversion Stock such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend legends required under by agreement or by applicable state securities laws): (a) ): THE SHARES 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"). SUCH SHARES SECURITIES MAY NOT BE SOLD TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO IT STATING THAT RULE 144 OR REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH SALE OR TRANSFER IS EXEMPT FROM TO COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE AGREEMENTS COVERING COMPANY FILED UNDER THE PURCHASE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE COMPANY." THESE SHARES. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving stop transfer instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock its capital stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate or note representing (a) the Preferred (includinga Note, without limitationWarrant, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) any other securities and/or Underlying Stock issued in respect of the Preferred or the Conversion Stock Warrant upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 belowthis Agreement) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 "ACT"). SUCH SHARES SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE ACT OR UNLESS THE COMPANY CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID THE ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." CORPORATION. Each Purchaser Investor and each Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the PreferredNote, the Exchangeable Shares Warrant or the Conversion Underlying Stock in order to implement the restrictions on transfer established in this RegistrationSection 5.3.

Restrictive Legend. Each certificate representing (ai) the Shares, (ii) ------------------ the Conversion Shares, (iii) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (civ) any other securities issued in respect of the Shares and Conversion Shares upon conversion of the Preferred Stock, or exercise of the Conversion Stock Preferred Warrants, or upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION REGISTRATION, AN EXEMPTION THEREFROM UNDER SAID ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY FOR THE INVESTOR THAT SHALL BE ACCEPTABLE IN FORM AND SUBSTANCE TO IT STATING THE COMPANY'S COUNSEL AND TO THE EFFECT THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID NOT REQUIRED UNDER SUCH ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)------------------ Shares, (b) the Conversion StockShares, (c) any Investor New Securities and (cd) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (a), (b), (c) and (d) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD OF THIS CERTIFICATE TO AGREEMENTS AMONG THE SECRETARY COMPANY, CERTAIN SHAREHOLDERS OF THE COMPANY AT AND THE PRINCIPAL EXECUTIVE OFFICES ORIGINAL SHAREHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT." Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (ai) the ------------------ Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation------------------ Stock, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) Stock or any other securities issued in respect of the Preferred or the Conversion Stock such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend legends required under by agreement or by applicable state securities laws): (a) ): THE SHARES 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"). SUCH SHARES SECURITIES MAY NOT BE SOLD TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO IT STATING THAT RULE 144 OR REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH SALE OR TRANSFER IS EXEMPT FROM TO COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE AGREEMENTS COVERING COMPANY FILED UNDER THE PURCHASE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE COMPANY." THESE SHARES. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving stop transfer instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock its capital stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, Mokume Stockholder hereby acknowledges and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted agrees with the following legends Versant that (in addition to any legend(s) required to be imposed on the stock certificates representing any Exempt Shares or Contingent Shares by applicable law or by the terms of this Agreement or the Investment Representation Letter), each stock certificate representing any of such Mokume Stockholder’s outstanding Exempt Shares and outstanding Contingent Shares bear a restrictive legend required under applicable state securities laws): (a) that will read substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, AND HAVE NOT BEEN REGISTERED UNDER ARE ALSO SUBJECT TO CERTAIN RIGHTS HELD BY THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE ISSUER OF THESE SHARES TO REPURCHASE AND/OR CANCEL SUCH SHARES AND RESTRICTING THEIR TRANSFER TO RETAIN CUSTODY OF THE STOCK CERTIFICATE REPRESENTING THESE SHARES AS SET FORTH IN AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH TRANSFER RESTRICTIONS AND REPURCHASE AND/OR CANCELLATION RIGHTS ARE BINDING ON TRANS­FEREES OF THE COMPANYTHESE SHARES. The foregoing legend will be removed from stock certificate(s) representing outstanding Exempt Shares promptly after the Exempt Share Release Date and will be removed from stock certificate(s) representing outstanding Contingent Shares promptly after the Release Date on which the stock certificate(s) for such Contingent Shares are to be returned, released and delivered to a Mokume Stockholder in accordance with Section 2.5.3(b)." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)------------------ Shares, (b) the Conversion Stock, Shares and (c) any other securities issued in respect of the Preferred securities referenced in clauses (a), (b) or the Conversion Stock (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD OF THIS CERTIFICATE TO AGREEMENTS AMONG THE SECRETARY COMPANY, CERTAIN SHAREHOLDERS OF THE COMPANY AT AND THE PRINCIPAL EXECUTIVE OFFICES ORIGINAL SHAREHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT." Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each stock certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) Shares ------------------ any other securities issued in respect of the Preferred or the Conversion Stock Shares upon any stock split, stock dividend, merger, consolidation, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 "ACT"). SUCH SHARES THESE SECURITIES --- HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN THE ABSENCE OF SUCH REGISTRATION EFFECT AS TO THESE SECURITIES OR UNLESS THE COMPANY RECEIVES (II) THERE IS AN OPINION OF COUNSEL REASONABLY ACCEPTABLE COUNSEL, SATISFACTORY TO IT STATING THE ISSUER, THAT SUCH SALE OR TRANSFER AN EXEMPTION THEREFROM IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER TRANSFER, THE CERTIFICATE OF INCORPORATION OF THE COMPANY CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY ISSUER AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each ISSUER. The Purchaser consents of Shares and any permitted transferees consent to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established described in this RegistrationSection.

Restrictive Legend. Each certificate representing (ai) the Preferred Serial ------------------ Preferred, (including, without limitation, ii) shares of the Series C-2 Convertible Preferred Company's Common Stock issued upon exercise conversion of the Warrants)Serial Preferred, (biii) the Conversion Stock, and (c) any other securities shares issued or issuable in respect of the Preferred or the Conversion Stock any shares described in clauses (i)-(ii) above upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 THESE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. SUCH TRANSFER RESTRICTIONS, INCLUDING THE RIGHT OF FIRST OFFER ARE BINDING ON TRANSFEREES OF THESE SHARES." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion StockShares, and (cii) shares of the Company's Common Stock issued upon conversion of the Shares, and (iii) any other securities issued in respect of the Preferred Shares, or the Conversion Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) be stamped or otherwise imprinted with a legend substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN 55 OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY.CORPORATION. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" Each Purchaser consents letter referred to in Section 4(ii) to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Preferredsecurities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be required, and provided that the Exchangeable Shares or Company shall not be obligated to remove any such legends prior to the Conversion date of the initial public offering of the Company's Common Stock in order to implement under the restrictions on transfer established in this RegistrationSecurities Act.

Restrictive Legend. Each stock certificate representing (ai) the Preferred ------------------ Securities, or (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (cii) any other securities issued in respect of the Preferred or the Conversion Stock Securities upon any stock split, stock dividend, recapitalization, merger, consolidation consolidation, or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below8.4) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 "ACT"). SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN THE ABSENCE OF SUCH REGISTRATION EFFECT AS TO THESE SECURITIES OR UNLESS THE COMPANY RECEIVES (II) THERE IS AN OPINION OF COUNSEL REASONABLY ACCEPTABLE COUNSEL, SATISFACTORY TO IT STATING THE CORPORATION, THAT SUCH SALE OR TRANSFER AN EXEMPTION THEREFROM IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." CORPORATION. Each Purchaser and holder of any Securities consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Securities in order to implement the restrictions on transfer established described in this RegistrationSection.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred SynQuest Shares and each certificate issued upon exercise exchange or transfer of the Warrants), (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) SynQuest Shares must be stamped or otherwise imprinted with a legend substantially in the following legends (in addition to any legend required under applicable state securities laws): (a) form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAW OR THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "FEDERAL ACT"). SUCH THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE CORPORATION AS HAVING ANY INTEREST IN SUCH SHARES, UNLESS SUCH SHARES ARE TRANSFERRED IN ACCORDANCE WITH REGULATION S OF THE ABSENCE FEDERAL ACT OR ARE THE SUBJECT OF SUCH (I) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES UNDER THE FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL REASONABLY ACCEPTABLE MUST BE SATISFACTORY TO IT STATING THE CORPORATION, TO THE EFFECT THAT THE TRANSACTION BY WHICH SUCH SALE SHARES WILL BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR TRANSFER OTHERWISE DISPOSED OF IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES SUCH ACTS OR IS OTHERWISE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYSUCH ACTS." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration."

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, Shares and (c) any other securities issued in respect of the Preferred or the Conversion Stock Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.4 below) be stamped or otherwise imprinted with a legend substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY ISSUER RECEIVES EITHER (A) AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR ISSUER) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES , OR (B) OTHER EVIDENCE REASONABLY SATISFACTORY TO ISSUER, THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN ISSUER AND THE STOCKHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYISSUER." Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, Parent making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 2.3.

Restrictive Legend. Each certificate representing (ai) the Preferred Preferred, (including, without limitation, ii) shares of the Series C-2 Convertible Preferred Company’s Common Stock issued upon exercise conversion of the Warrants), (b) the Conversion StockPreferred, and (ciii) any other securities issued in respect of the Preferred (or Common Stock issued upon conversion of the Conversion Stock Preferred) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 THESE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR TRANSFERRED IN UNLESS (I) A REGISTRATION STATEMENT UNDER THE ABSENCE OF SECURITIES ACT IS EFFECTIVE COVERING SUCH REGISTRATION TRANSFER OR UNLESS THE COMPANY RECEIVES (II) THERE IS AN OPINION OF COUNSEL REASONABLY ACCEPTABLE COUNSEL, SATISFACTORY TO IT STATING THE COMPANY, THAT SUCH SALE OR TRANSFER AN EXEMPTION THEREROM IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE ITS PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." OFFICES. Each Purchaser holder of a certificate representing Restricted Securities consents to the Company or BackWeb Canada, as the case may be, Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection.

Restrictive Legend. Each certificate representing (ai) Common Shares, (ii) Preferred Shares, (iii) Common Shares issued upon conversion of the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon Shares or exercise of the Investor Warrants or Managing Dealer Warrants), (b) the Conversion Stock, and (civ) any other securities issued in respect of the Preferred Shares and Common Shares issued upon conversion of the Preferred Shares (any such securities listed in the preceding subsections (i), (ii), (iii) or the Conversion Stock upon any stock split(iv), stock dividend“Restricted Securities”), recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 13 below) be stamped or otherwise imprinted with a legend substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND ): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ABSENCE SECURITIES ACT OF SUCH REGISTRATION 1933, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM NOT REQUIRED. THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT RESTRICTING THEIR TRANSFER MAY BE OBTAINED TRANSFER, A COPY OF WHICH IS ON FILE AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OFFICE OF THE COMPANY AT AND WILL BE FURNISHED TO ANY PROSPECTIVE PURCHASERS ON REQUEST. THE PRINCIPAL EXECUTIVE OFFICES AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE COMPANYSHARES REPRESENTED BY THIS CERTIFICATE." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, Shares and (cii) any other securities issued in respect of the Preferred or the Conversion Stock Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR UNDER ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR TRANSFERRED HYPOTHECATED UNLESS EITHER (i) IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THE COMPANY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE OR TRANSFER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES THE SECURITIES ACT OF 1933 AND THE AGREEMENTS COVERING REGISTRATION REQUIREMENTS OF ALL APPLICABLE STATE SECURITIES LAWS OR (ii) THE PURCHASE OF THESE SALE IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS PURSUANT TO THE SECURITIES AND EXCHANGE COMMISSION'S RULE 144." "THE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD A REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser Shareholder and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 3.

Restrictive Legend. Each certificate representing (ai) the Preferred Shares, ------------------ and (including, without limitation, ii) shares of the Series C-2 Convertible Preferred Company's Common Stock issued upon exercise conversion of the Warrants), (b) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred Shares, or the Conversion Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) be stamped or otherwise imprinted with a legend substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY.CORPORATION. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" Each Purchaser consents letter referred to in Section 4(ii) to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Preferredsecurities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be required, and provided that the Exchangeable Shares or Company shall not be obligated to remove any such legends prior to the Conversion date of the initial public offering of the Company's Common Stock in order to implement under the restrictions on transfer established in this RegistrationSecurities Act.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred Buyer Shares and each certificate issued upon exercise exchange or transfer of the Warrants), (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event Buyer Shares shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend substantially in the following legends (in addition to any legend required under applicable state securities laws): (a) form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAW OR THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "FEDERAL ACT"). SUCH THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE CORPORATION AS HAVING ANY INTEREST IN SUCH SHARES, UNLESS SUCH SHARES ARE TRANSFERRED IN ACCORDANCE WITH REGULATION S OF THE ABSENCE FEDERAL ACT OR ARE THE SUBJECT OF SUCH (I) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES UNDER THE FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES LAW OR UNLESS THE COMPANY RECEIVES (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL REASONABLY ACCEPTABLE SHALL BE SATISFACTORY TO IT STATING THE CORPORATION, TO THE EFFECT THAT THE TRANSACTION BY WHICH SUCH SALE SHARES WILL BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR TRANSFER OTHERWISE DISPOSED OF IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES SUCH ACTS OR IS OTHERWISE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYSUCH ACTS." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration."

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion Stock, Stock and (ciii) any other securities issued in respect of the Preferred Shares or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.3 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR SIMILAR RULE OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser consents CORPORATION. The Purchasers and Holders consent to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)------------------ Stock, (bii) the Conversion Stock, (iii) the Common Stock and (civ) any other securities issued in respect of the Preferred Stock, the Conversion Stock or the Conversion Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.3 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." CORPORATION. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing (a) the Preferred (includingStock, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, the Founders' Stock, the Common Stock purchased in connection with the Stock and (c) Note Purchase Agreements or any other securities issued in respect of the Preferred or the Conversion Stock such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend legends required under by agreement or by applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF 180-DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE AGREEMENTS COVERING COMPANY FILED UNDER THE PURCHASE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE COMPANY." THESE SHARES. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock its capital stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitationStock, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) Stock or any other securities issued in respect of the Preferred or the Conversion Stock such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend legends required under by agreement or by applicable state securities laws): (a) ): THE SHARES 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"). SUCH SHARES SECURITIES MAY NOT BE SOLD TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO IT STATING THAT RULE 144 OR REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH SALE OR TRANSFER IS EXEMPT FROM TO COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE AGREEMENTS COVERING COMPANY FILED UNDER THE PURCHASE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE COMPANY." THESE SHARES. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving stop transfer instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock its capital stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (a) The certificates from time to time evidencing the Preferred (includingInvestor Shares may, at the Company's sole option, bear a legend that provides that the Investor Shares have not been registered under the Securities Act or any applicable Blue Sky Laws and that the Investor Shares may not be transferred unless the Company is first delivered a legal opinion, satisfactory to the Company in its sole discretion, to the effect that such transfer may be made without limitationcompliance with the registration and prospectus delivery requirements of the Securities Act and applicable Blue Sky Laws. Such legal opinion shall be given by counsel satisfactory to the Company in its sole discretion, at the Investor's expense. Under the terms of the Securityholders' Agreement, the Series C-2 Convertible Preferred issued upon exercise of certificates representing the Warrants), (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with Shares are required to bear the following legends (in addition to any legend required under applicable state securities laws): (a) legend: "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 (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND ARE SUBJECT TO THE PROVISIONS (INCLUDING THE RESTRICTIONS ON TRANSFER) SET FORTH IN THAT CERTAIN SECURITYHOLDERS' AGREEMENT DATED AS OF DECEMBER 31, 1996 AMONG DOMAIN ENERGY CORPORATION (THE "COMPANY"), FIRST RESERVE FUND VII, LIMITED PARTNERSHIP AND THE INDIVIDUALS AND TRUSTS SIGNATORY THERETO, AS SUCH AGREEMENT MAY BE AMENDED (AS AMENDED, IF AMENDED, THE "SECURITYHOLDERS' AGREEMENT"), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. SUCH SHARES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT (AND THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES THAT SUCH SECURITIES MAY NOT AND WILL NOT) BE SOLD TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF (1) EXCEPT IN COMPLIANCE WITH THE SECURITYHOLDERS' AGREEMENT AND (2) EXCEPT AS OTHERWISE PROVIDED IN THE ABSENCE OF SECURITYHOLDERS' AGREEMENT, UNLESS AND UNTIL SUCH REGISTRATION SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE FOR THE HOLDER SATISFACTORY TO IT STATING THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTNOT REQUIRED. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY ADDITIONALLY, IF THE HOLDER IS A CITIZEN OR RESIDENT OF RECORD OF THIS CERTIFICATE ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO THE SECRETARY OF EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY AT MUST BE FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE PRINCIPAL EXECUTIVE OFFICES HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF THE COMPANYSUCH COUNTRY." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records The Investor has read and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement understands the restrictions on transfer established set forth in this Registrationsuch legend and in the Securityholders' Agreement and agrees to comply with all such restrictions.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), Shares and (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.3 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend other legends required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES ." A FULL STATEMENT OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON THE RESPECTIVE CLASSES AND SERIES OF SHARES OF THE AGREEMENTS COVERING COMPANY AND UPON THE PURCHASE HOLDERS THEREOF ARE SET FORTH IN THE CERTIFICATE OF THESE SHARES AND RESTRICTING THEIR TRANSFER INCORPORATION OF THE COMPANY, AS AMENDED. THE CERTIFICATE OF INCORPORATION MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO FROM THE SECRETARY OF THE COMPANY AT UPON REQUEST AND WITHOUT CHARGE." "THE PRINCIPAL EXECUTIVE OFFICES SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Purchaser consents Enact Investor and Holder consent to the Company or BackWeb Canada, as the case may be, Parent making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each stock certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, Shares and (c) any other securities issued in respect of the Preferred or the Conversion Stock Shares upon any stock split, stock dividend, merger, consolidation, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend required under the Regulation S Letter and applicable state securities laws): (a) ): 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 "ACT"). SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN THE ABSENCE OF SUCH REGISTRATION EFFECT AS TO THESE SECURITIES OR UNLESS THE COMPANY RECEIVES (II) THERE IS AN OPINION OF COUNSEL REASONABLY ACCEPTABLE COUNSEL, SATISFACTORY TO IT STATING THE ISSUER, THAT SUCH SALE OR TRANSFER AN EXEMPTION THEREFROM IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER TRANSFER, THE CERTIFICATE OF INCORPORATION OF THE COMPANY CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each . The Purchaser consents of Shares and any permitted transferees consent to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established described in this RegistrationSection.

Restrictive Legend. Each certificate representing (a) The certificates from time to time evidencing the Preferred (includingInvestor Shares may, at the Company's sole option, bear a legend that provides that the Investor Shares have not been registered under the Securities Act or any applicable Blue Sky Laws and that the Investor Shares may not be transferred unless the Company is first delivered a legal opinion, satisfactory to the Company in its sole discretion, to the effect that such transfer may be made without limitationcompliance with the registration and prospectus delivery requirements of the Securities Act and applicable Blue Sky Laws. Such legal opinion shall be given by counsel satisfactory to the Company in its sole discretion, at the Investor's expense. Under the terms of the Securityholders' Agreement, the Series C-2 Convertible Preferred issued upon exercise of certificates representing the Warrants), (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with Shares are required to bear the following legends (in addition to any legend required under applicable state securities laws): (a) legend: "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 (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND ARE SUBJECT TO THE PROVISIONS (INCLUDING THE RESTRICTIONS ON TRANSFER) SET FORTH IN THAT CERTAIN SECURITYHOLDERS' AGREEMENT DATED AS OF DECEMBER 31, 1996 AMONG DOMAIN ENERGY CORPORATION (THE "COMPANY"), FIRST RESERVE FUND VII, LIMITED PARTNERSHIP AND THE INDIVIDUALS AND TRUSTS SIGNATORY THERETO, AS SUCH AGREEMENT MAY BE AMENDED (AS AMENDED, IF AMENDED, THE "SECURITYHOLDERS' AGREEMENT"), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. SUCH SHARES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT (AND THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES THAT SUCH SECURITIES MAY NOT AND WILL NOT) BE SOLD TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE (1) EXCEPT IN COMPLIANCE WITH THE SECURITYHOLDERS' AGREEMENT AND (2) EXCEPT AS OTHERWISE PROVIDED IN THE ABSENCE OF SECURITYHOLDERS' AGREEMENT, UNLESS AND UNTIL SUCH REGISTRATION SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE FOR THE HOLDER SATISFACTORY TO IT STATING THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTNOT REQUIRED. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY ADDITIONALLY, IF THE HOLDER IS A CITIZEN OR RESIDENT OF RECORD OF THIS CERTIFICATE ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO THE SECRETARY OF EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY AT MUST BE FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE PRINCIPAL EXECUTIVE OFFICES HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF THE COMPANYSUCH COUNTRY." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records The Investor has read and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement understands the restrictions on transfer established set forth in this Registrationsuch legend and in the Securityholders' Agreement and agrees to comply with all such restrictions.

Restrictive Legend. Each certificate representing (ai) the Preferred Series 1 Preferred, (including, without limitation, ii) shares of the Company's Common Stock issued upon conversion of the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock1 Preferred, and (ciii) any other securities issued in respect respect, or in exchange for, or in replacement of, of the Series 1 Preferred or Common Stock issued upon conversion of the Conversion Stock Series 1 Preferred upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR THE SECURITIES LAWS OF ANY STATE. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE EXEMPTION THEREFROM. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser consents CORPORATION. provided, that no such certificate shall be required to bear the foregoing legend (a) after the security evidenced thereby has been registered and disposed of under the Securities Act, (b) after the security evidenced thereby has been sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (c) to the Company extent so provided by the opinion of counsel or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration"No action" letter contemplated by Section 4.

Restrictive Legend. Each certificate representing (a) the Preferred (includingWarrant Share, without limitationwhen issued, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) any other securities issued shall include a legend in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with substantially the following legends (in addition to any legend required under applicable state securities laws): (a) THE form: THESE 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 1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN UNTIL A (1) REGISTRATION STATEMENT UNDER THE ABSENCE OF SUCH REGISTRATION ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR UNLESS (2) RECEIPT BY THE COMPANY RECEIVES OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF COMPANY TO THE COMPANY AT EFFECT THAT REGISTRATION UNDER THE PRINCIPAL EXECUTIVE OFFICES OF ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE COMPANY." Each Purchaser consents PROPOSED TRANSFER. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the Company observance or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to performance of any transfer agent of the Preferredterms of this Warrant, but will at all times in good faith assist in the Exchangeable Shares carrying out of all such terms and in the taking of all such action as may be necessary or the Conversion Stock appropriate in order to implement protect the restrictions on transfer established rights of the Holder of this Warrant against impairment. Dated: ____________, 2010 SPECTRASCIENCE, INC. Attest: By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman and CEO Title: Secretary The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of Purchasing ________ shares of Common Stock and hereby makes payment of ______________ in this Registrationpayment of the actual exercise price thereof.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Stock, (bii) the Conversion Stock, Stock and (ciii) any other securities issued in respect of the Preferred Stock or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.3 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH REGULATION S, RULE 144 OR SIMILAR RULE OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser consents CORPORATION. The Investors and Holders consent to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Preferred, (bii) the Conversion Stock, Stock and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.3 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSFER IS MADE IN COMPLIANCE WITH RULE 144, RULE 144A OR REGULATION S, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each CORPORATION. The Purchaser and each Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each ▇▇▇▇▇▇'S REPRESENTATION. Unless and until otherwise permitted by this Section 14, each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued shares of capital stock issuable upon exercise of the Warrants), (b) the Conversion Stock, and (c) any other securities certificate issued at any time upon transfer of, or in respect of exchange for or replacement of, any certificate bearing the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event legend set forth below shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends (in addition to any legend required under applicable state securities laws): (a) form: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933OR ANY STATE SECURITIES LAWS AND, AS AMENDED. SUCH SHARES MAY NOT BE SOLD ACCORDINGLY, THE TRANSFER, RESALE OR TRANSFERRED IN THE ABSENCE OTHER DISPOSITION OF SUCH SECURITIES MAY ONLY BE MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS THE COMPANY RECEIVES A VALID EXEMPTION THEREFROM AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, AND BY" DELIVERY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING COUNSEL FOR THE COMPANY THAT THERE IS SUCH SALE OR TRANSFER IS EXEMPT FROM AN EXEMPTION. THE REGISTRATION SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND PROSPECTUS DELIVERY REQUIREMENTS CONDITIONS OF SAID ACTTHAT CERTAIN WARRANT AGREEMENT DATED AS OF AUGUST 28, 1996, BY AND BETWEEN HOLDER AND THE COMPANY. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser consents Holder represents to the Company that he or BackWeb Canada, as it is acquiring the case may be, making Warrants and will acquire the shares of capital stock issuable upon exercise of the Warrants (if at all) for its own account and not with a notation on its records and giving instructions view to any transfer agent public distribution thereof, subject to any requirement of law that the disposition of such securities shall at all times be within the control of the Preferred, owner thereof. The acquisition of any Warrants or shares of capital stock issuable upon exercise of the Exchangeable Shares Warrants by any Holder shall constitute such Holder's reaffirmation of such representation. Each Holder further represents to the Company that he or it is an "accredited investor" as defined in Regulation D of the Conversion Stock Securities Act. Holder understands that the Warrants and the shares of capital stock issuable upon exercise of the Warrants have not been registered under the Securities Act and may only be sold or otherwise disposed of in order to implement compliance with the restrictions on transfer established in Securities Act. Holder by its acceptance of such security further understands that such security may bear a legend as contemplated by this RegistrationSection 14.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)------------------ Shares, (bii) the Conversion StockShares, (iii) the Common Shares and (civ) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i), (ii) and (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 Article 1.4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD THAT CERTAIN REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER DATED JUNE 30, 1999, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationArticle 1. The Company agrees that, upon receipt of a written request of a holder of Restricted Securities, accompanied by an opinion of counsel (which may be any independent nationally recognized outside securities counsel) reasonably acceptable to the Company, addressed to the Company and its transfer agent, to the effect that some or all of the securities held by such holder may lawfully be publicly offered and sold in the United States without registration under the Securities Act, the Company will, or will cause its transfer agent to, remove such legend from certificates representing such securities, and will make inapplicable to such securities any stop transfer instructions.

Restrictive Legend. Each certificate representing (a) the Preferred (includingStock, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) the Common Shares or any other securities of the Company issued in respect of the Preferred or the Conversion Stock such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section Article 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend legends required under by agreement or by applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES SUCH SHARES ARE SUBJECT TO RESTRICTIONS ON SALE, ASSIGNMENT OR TRANSFER PURSUANT TO THE TERMS OF A REGISTRATION RIGHTS AGREEMENT BETWEEN THE AGREEMENTS COVERING COMPANY AND THE PURCHASE STOCKHOLDER, A COPY OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OTHER THAN IN COMPLIANCE WITH SUCH REGISTRATION RIGHTS AGREEMENT. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock its capital stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)------------------ Shares, (bii) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY TIES CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (ai) the ------------------ Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion Stock, Shares and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser Investor and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each stock certificate representing (ai) the Preferred Securities, or (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (cii) any other securities issued in respect of the Preferred or the Conversion Stock Securities upon any stock split, stock dividend, merger, consolidation, recapitalization, merger, consolidation or similar event (collectively the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 "ACT"). SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY AND MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN THE ABSENCE OF SUCH REGISTRATION EFFECT AS TO THESE SECURITIES OR UNLESS THE COMPANY RECEIVES (II) THERE IS AN OPINION OF COUNSEL REASONABLY ACCEPTABLE COUNSEL, SATISFACTORY TO IT STATING THE CORPORATION, THAT SUCH SALE OR TRANSFER AN EXEMPTION THEREFROM IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER TRANSFER, THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY CONTAINING SUCH RESTRICTIONS, AND THE COMPANY'S BYLAWS IMPOSING A RIGHT OF FIRST OFFER IN FAVOR OF THE COMPANY, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." CORPORATION. Each Purchaser Investor and holder of any Securities consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Securities in order to implement the restrictions on transfer established described in this RegistrationSection.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Stock, (bii) the Conversion StockRegistrable Securities, and (ciii) any other securities issued in respect of the Preferred Stock or the Conversion Stock upon any stock split, stock dividend, recapitalizationRecapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.4 below) be stamped or otherwise imprinted with legends substantially in the following legends form (in addition to any legend required under applicable state securities lawsfederal, state, local or non-United States law): (a) “THE SHARES 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”). SUCH SHARES SECURITIES MAY NOT BE SOLD TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR TRANSFERRED (B) PURSUANT TO RULE 144, OR (C) IN THE ABSENCE OPINION OF THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.” (b) “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP PERIOD FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION OR UNLESS STATEMENT OF THE COMPANY RECEIVES FILED UNDER THE ACT, AS SET FORTH IN AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM AGREEMENT BETWEEN THE REGISTRATION COMPANY AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES." ” Each Purchaser Investor and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Stock Registrable Securities in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (bi) the Conversion Stock, Stock and (cii) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, Company's making a notation on its records and giving instructions to any transfer agent of for the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (a) for the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, Shares and (c) each certificate for any other such securities issued in respect to subsequent transferees of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event such certificate shall (unless otherwise permitted by the provisions of Section 4 below4(c)) be stamped or otherwise imprinted with the following legends (in addition to any legend required under applicable state securities laws): (a) legend: "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 APPLICABLE STATE SECURITIES LAW. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, AMONG MICRUS CORPORATION AND CERTAIN OTHER SIGNATORIES THERETO (AS THE SAME MAY BE AMENDED FROM TIME TO TIME) AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, MICRUS CORPORATION HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYMICRUS CORPORATION." Each Purchaser consents to In addition, certificate(s) for the Company Shares may bear other legends as may be required by applicable State securities laws or BackWeb Canadaby Regulation S under the Securities Act of 1933, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registrationamended.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (bi) the Conversion Stock, Stock and (cii) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." CORPORATION. Each Purchaser and each Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitationStock, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) Stock or any other securities issued in respect of the Preferred or the Conversion Stock such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend legends required under by agreement or by applicable state securities laws): (a) ): THE SHARES 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”). SUCH SHARES SECURITIES MAY NOT BE SOLD TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO IT STATING THAT RULE 144 OR REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH SALE OR TRANSFER IS EXEMPT FROM TO COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE AGREEMENTS COVERING COMPANY FILED UNDER THE PURCHASE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE COMPANY." THESE SHARES. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving stop transfer instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock its capital stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERS, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser Shareholder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred Class B ------------------ Common Stock issued upon exercise of the Warrants), (b) Warrant and the Conversion Stock, Common Stock issued upon conversion thereof and (c) any other securities issued in respect of the Preferred or the Conversion Stock thereof upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 7.3 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. ." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH, THE TERMS OF CERTAIN AGREEMENTS AMONG THE COMPANY, THE STOCKHOLDER AND CERTAIN OTHER HOLDERS OF THE COMPANY'S STOCK, WHICH INCLUDE, WITHOUT LIMITATION, OBLIGATIONS OF RIGHTS OF FIRST OFFER, RESTRICTIONS ON TRANSFER AND ACQUISITION OF ADDITIONAL SECURITIES OF THE COMPANY, COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser The Investor consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (a) the Preferred (includingStock, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) ------------------ the Conversion Stock, and (c) Stock or any other securities issued in respect of the Preferred or the Conversion Stock such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend legends required under by agreement or by applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF 180-DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE AGREEMENTS COVERING COMPANY FILED UNDER THE PURCHASE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE COMPANY." THESE SHARES. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock its capital stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise shares of the Warrants), (b) the Conversion Stock, Common Stock and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or held by a Shareholder will bear a legend substantially similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with to the following legends (in addition with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to any legend required under applicable state securities laws): (a) give full effect to this Agreement): "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE MAY NOT BEEN REGISTERED BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. SUCH SHARES MAY NOT ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY TO THE EFFECT THAT SUCH SALE EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER IS EXEMPT FROM THEREOF, OF A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY SECURITIES OF THE COMPANY AT COMPANY. A COPY OF THE PRINCIPAL EXECUTIVE OFFICES OF SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.ARTICLE IV

Restrictive Legend. (a) Each certificate representing Common Stock owned by any Stockholder will include the following legend (a) in addition to such legends as may be appropriate under the Preferred (includingsecurities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, without limitationDATED AS OF SEPTEMBER 18, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)1997, AS FROM TIME TO TIME AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM THE CHILDREN'S PLACE RETAIL STORES, INC." (b) Each certificate representing Common Stock owned by any Stockholder or any Transferee thereof (other than shares that have been sold pursuant to an effective registration statement under the Conversion Stock, and (cSecurities Act or in accordance with Rule 144 under the Securities Act) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall will (unless otherwise permitted by the provisions of Section 4 below2.2(c)) be stamped or otherwise imprinted with the following legends (in addition to any include a legend required under applicable state securities laws): (a) substantially as follows: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYEXEMPTION THEREFROM." Each Purchaser consents holder of Common Stock represented by a certificate which bears the legend described above, by its acceptance or purchase thereof, agrees that prior to the effectiveness of any proposed Transfer of any such Common Stock (except pursuant to an effective registration statement) such holder will give written notice to the Company or BackWeb Canadaof such proposed Transfer, as briefly describing the case may beproposed Transfer. Such notice will, making unless waived by the Company, be accompanied by a notation on its records and giving instructions written opinion, addressed to any transfer agent the Company, of counsel for such holder stating that in the Preferred, opinion of such counsel (which opinion will be reasonably satisfactory to the Exchangeable Shares Company) such proposed Transfer does not require registration of such Common Stock under the Securities Act or the Conversion Stock securities laws of any state. (c) Any Stockholder may, upon providing evidence (which, if required by the Company, may include an opinion of counsel) reasonably satisfactory to the Company, that such Securities either are not "restricted securities" (as defined in order Rule 144) or may be sold pursuant to implement Rule 144(k), exchange the certificate representing such Securities for a new certificate that does not bear a legend relating to restrictions on transfer established in this Registrationunder the securities laws.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred Shares or the Conversion Stock Shares upon any stock share split, stock share dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.4 below) be stamped or otherwise imprinted with legends substantially in the following legends form (in addition to any legend required under applicable state securities lawsfederal, state, local or non-United States law): (a) “THE SHARES 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”). SUCH SHARES SECURITIES MAY NOT BE SOLD TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR TRANSFERRED (B) PURSUANT TO RULE 144, OR (C) IN THE ABSENCE OPINION OF THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.” (b) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION OR UNLESS STATEMENT OF THE COMPANY RECEIVES FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM AGREEMENT BETWEEN THE REGISTRATION COMPANY AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES." Each Purchaser consents ” The Investor and Holders consent to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Preferred Shares or the Conversion Stock Ordinary Shares in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing (ai) the Preferred Series A Preferred, (including, without limitation, ii) shares of the Company's Common Stock issued upon conversion of the Series C-2 Convertible Preferred issued upon exercise of the Warrants)A Preferred, (b) the Conversion Stock, and (ciii) any other securities issued in respect of the Series A Preferred or Common Stock issued upon conversion of the Conversion Stock Series A Preferred including upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 THESE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." CORPORATION. Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, Company's making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Series A Preferred or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection 3. The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)------------------ Shares, (bii) the Conversion Stock, Shares and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser Investor and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (a) the Preferred Stock, (including, without limitation, b) the Series C-2 Convertible Company's Common Stock issued upon conversion of the Preferred issued Stock or upon exercise of the Warrants), (b) the Conversion Stock, and (c) any other securities issued in respect of the Preferred Stock or Common Stock issued upon conversion of the Conversion Preferred Stock or upon exercise of the Warrants upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.2 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ). 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 APPLICABLE STATE SECURITIES LAWS. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ABSENCE SECURITIES ACT OF SUCH REGISTRATION 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY RECEIVES AVAILABILITY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAPPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENTS COVERING THE STOCK PURCHASE AGREEMENT, INVESTOR RIGHTS AGREEMENT AND BYLAWS, AS AMENDED, PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." CORPORATION. Each Purchaser Holder (as defined below) consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Common Stock in order to implement the restrictions on transfer established in this Registration.Section 1. The requirement that the above securities legend be placed upon certificates evidencing shares of Stock shall cease and terminate upon the earliest of the following events: (i) when such shares are transferred in an underwritten public offering, (ii) when such shares are transferred pursuant to Rule 144 under the Securities Act or (iii) when such shares are transferred in any other transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act

Restrictive Legend. Each certificate representing (ai) Preferred, (ii) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Common Stock, (biii) the Conversion Stock, Warrant Shares and (civ) any other securities issued in respect of the Preferred or the Conversion Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.3 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDER'S AGREEMENT BY AND AMONG THE HOLDER OF THESE SHARES, CERTAIN INVESTORS IN THE CAPITAL STOCK OF THE CORPORATION AND THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION." (b) 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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser Investor and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, Common Stock and (c) any other securities issued in respect of the Preferred or the Conversion Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with the following legends legend (in addition to any legend required under applicable state securities laws): (a) ): "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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION." 3 "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN MARKET STAND-OFF PROVISIONS CONTAINED IN THE COMPANY'S RIGHTS AGREEMENT DATED JANUARY __, 2000, AS IT MAY BE AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS." Each Purchaser Shareholder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Common Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each During all periods of time in which an ------------------ effective registration statement of the Common Shares under the Securities Act is not in effect, each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise any portion or all of the Warrants), (b) the Conversion Stock, Common Shares and (c) any other securities issued in respect of the Preferred or the Conversion Stock upon certificate reflecting any stock split, stock dividend, recapitalization, merger, consolidation or similar event with respect to the Common Shares shall (unless otherwise permitted by the provisions of Section 4 section 6 below) be stamped or otherwise imprinted with the following legends legend (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, ASSIGNED, PLEDGED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE SALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON THEIR SALE, ASSIGNMENT, PLEDGE OR TRANSFER SET FORTH IN SECTION 6 OF A REGISTRA TION RIGHTS AGREEMENT DATED AS OF June 28, 1996 AMONG MICRON TECHNOLOGY, INC. AND CERTAIN OTHER PARTIES. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." Each Purchaser party consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Company Shares or the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (bi) the Conversion Stock, Stock and (cii) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): “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, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES SECURITIES MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH REGISTRATION ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT THE COMPANY STATING THAT SUCH SALE REGISTRATION IS NOT REQUIRED OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNLESS SOLD PURSUANT TO RULE 144 OF SAID SUCH ACT. COPIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE AGREEMENTS COVERING ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE PURCHASE STOCKHOLDERS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF THE COMPANYFIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES." ” Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (ai) the Preferred Series D ------------------ Stock, (including, without limitation, ii) the Common Stock of the Company (the "Common Stock") issued upon conversion of the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion D Stock, and (ciii) any other securities issued in respect of the Preferred Series D Stock or Common Stock issued upon conversion of the Conversion Series D Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.2 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ). "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 APPLICABLE STATE SECURITIES LAWS. SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ABSENCE SECURITIES ACT OF SUCH REGISTRATION 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY RECEIVES AVAILABILITY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAPPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENTS COVERING THE STOCK PURCHASE AGREEMENT AND INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." Each Purchaser Holder (as defined below) consents to the Company or BackWeb Canada, as the case may be, Company's making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Series D Stock or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection 1. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act of 1933, as amended (the "1933 Act"), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (i) such Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) Securities ------------------ or any other securities issued in respect of the Preferred or the Conversion Stock Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 belowthe Purchase Agreement) be stamped or otherwise imprinted with a legend substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): In the Case of Warrant and Warrant 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 "1933 ACT"). SUCH SHARES THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR TRANSFERRED IN HYPOTHECATED UNLESS REGISTERED UNDER THE ABSENCE 1933 ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF SAID ACT. HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF FROM THE COMPANY)." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (a) any Ordinary Shares received by the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon Purchaser after conversion or exercise of the Warrants), (b) the Conversion StockPurchased Securities on, and subject to, the terms and conditions set forth in the Convertible Note Instrument or Warrant Instrument (cas the case may be) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted endorsed with the following legends (in addition to any legend required under applicable state securities laws): (a) legend: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 (AS AMENDED, THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED: (A) IN THE ABSENCE OF SUCH (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, AND (B) UNLESS IN COMPLIANCE WITH THE CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT AMONG THE COMPANY RECEIVES AN OPINION AND GREAT WORLD LUX PTE. LTD, DATED , 2018 (THE “PURCHASE AGREEMENT”) AND THE INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND GREAT WORLD LUX PTE. LTD AND CERTAIN OTHER PARTIES THEREIN, DATED , 2018 (THE “INVESTOR RIGHTS AGREEMENT”). ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE THESE RESTRICTIONS OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING ANY OTHER RESTRICTIONS SET FORTH IN THE PURCHASE OF THESE SHARES AGREEMENT AND RESTRICTING THEIR TRANSFER MAY THE INVESTOR RIGHTS AGREEMENT SHALL BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYVOID." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (ai) the Preferred Shares, and ------------------ (including, without limitation, ii) shares of the Series C-2 Convertible Preferred Company's Common Stock issued upon exercise conversion of the Warrants), (b) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred Shares, or the Conversion Common Stock issued upon conversion of the Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) be stamped or otherwise imprinted with a legend substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY.CORPORATION. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(i) or the "no-action" Each Purchaser consents letter referred to in Section 4(ii) to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Preferredsecurities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or "no-action" letter shall be required, and provided that the Exchangeable Shares or Company shall not be obligated to remove any such legends prior to the Conversion date of the initial public offering of the Company's Common Stock in order to implement under the restrictions on transfer established in this RegistrationSecurities Act.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion Stock, and Stock or (ciii) any other securities issued in respect of the Preferred Shares or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.3 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state or international securities laws): (a) ): THE 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”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SHARES SALE OR DISPOSITION MAY NOT BE SOLD EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE IN A FORM SATISFACTORY TO IT STATING THE COMPANY THAT SUCH SALE REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDOFF PROVISION WITH THE ISSUER OR TRANSFER IS EXEMPT FROM ITS ASSIGNEE(S), AS SET FORTH IN AN AGREEMENT BETWEEN THE REGISTRATION COMPANY AND PROSPECTUS DELIVERY REQUIREMENTS THE ORIGINAL HOLDER OF SAID ACTTHESE SHARES. COPIES OF THE AGREEMENTS COVERING AGREEMENT RESTRICTING THE PURCHASE TRANSFER OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser consents . The Holders consent to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing (a) the Preferred (includingStock, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) the Warrants, the Warrant Stock, the Significant Holders' Stock or any other securities issued in respect of the Preferred or the Conversion Stock such stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following legends form (in addition to any legend legends required under by agreement or by applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180-DAYS FOLLOWING THE EFFECTIVE DATE OF CERTAIN REGISTRATION STATEMENTS OF THE AGREEMENTS COVERING COMPANY FILED UNDER THE PURCHASE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SHARES, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THE COMPANY." THESE SHARES. Each Purchaser Series A Holder, Series B Holder, Purchaser, Warrant Holder and Significant Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock its capital stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (bi) the Conversion Stock, ------------------ Stock and (cii) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, Company's making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or for the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (ai) the Preferred Investor Securities, (including, without limitation, ii) the Series C-2 Convertible Preferred Common Stock of the Company (the “Common Stock”) issued upon exercise conversion of the Warrants), (b) the Conversion StockInvestor Securities, and (ciii) any other securities issued in respect of the Preferred Investor Securities or Common Stock issued upon conversion of the Conversion Stock Investor Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of this Section 4 1.1 or Section 1.2 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ). “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 APPLICABLE STATE SECURITIES LAWS. SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ABSENCE SECURITIES ACT OF SUCH REGISTRATION 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY RECEIVES AVAILABILITY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAPPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENTS COVERING STOCK PURCHASE AGREEMENT AND THE PURCHASE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." ” Each Purchaser Holder (as defined below) consents to the Company or BackWeb Canada, as the case may be, Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Investor Securities or the Conversion Common Stock issued upon conversion of the Investor Securities in order to implement the restrictions on transfer established in this RegistrationSection 1. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) (“Rule 144(k)”) of the Securities Act of 1933, as amended (the “1933 Act”), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (i) such Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the Holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. Each certificate representing (ai) the Preferred Shares, ------------------ (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (bii) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT COMPANY. THIS CONDITION TO TRANSFER SHALL TERMINATE ON THE PRINCIPAL EXECUTIVE OFFICES EFFECTIVE DATE OF THE COMPANY'S INITIAL PUBLIC OFFERING." Each Purchaser Investor and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, Shares and (cii) any other securities issued in respect of the Preferred or the Conversion Stock Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2(c) below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR SIMILAR RULE OR, IN CIRCUMSTANCES IDENTIFIED IN AN AGREEMENT AMONG THE COMPANY, THE STOCKHOLDER, AND CERTAIN OTHER STOCKHOLDERS OF THE COMPANY (THE "AGREEMENT") UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser consents CORPORATION. The Investors and Holders consent to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Preferred Shares or the Conversion Stock in order to implement the restrictions on transfer established in this RegistrationSection 2.

Restrictive Legend. Each certificate representing representing: (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (bi) the Conversion Stock, Stock and (cii) any other securities issued in respect of the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 5 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . Each Purchaser Holder consents to the Company or BackWeb Canada, as the case may be, Company's making a notation on its records and giving instructions to any transfer agent of for the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationAgreement.

Restrictive Legend. Each certificate representing (ai) the ------------------ Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Shares, (bii) the Conversion StockShares, and (ciii) any other securities issued in respect of the Preferred or the Conversion Stock securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with legends in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): "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 SOLD, TRANSFERRED OR TRANSFERRED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF ." "THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY TRANSFERRED ONLY IN ACCORDANCE WITH THE HOLDER TERMS OF RECORD AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser Investor and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock Restricted Securities in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Preferred, (b) shares of the Conversion StockCommon Stock issued upon conversion of the Preferred, (c) any security for which subsequent registration rights are granted in accordance with Section 24(b) of the Agreement, and (cd) any other securities issued in respect of the Preferred or the Conversion Stock any shares described in clauses (a), (b), and (c) above upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below3 above) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 THESE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH REGISTRATION OFFER, SALE OR UNLESS THE COMPANY RECEIVES TRANSFER OR (II) THERE IS AN OPINION OF COUNSEL REASONABLY ACCEPTABLE COUNSEL, SATISFACTORY TO IT STATING THE COMPANY, THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FOR SUCH OFFER, SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAVAILABLE. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY." . SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES. Each Purchaser and Holder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants), (b) the Conversion Stock, and (c) In addition to any other securities issued in respect of legend that may be required, each certificate (if any) representing the Preferred or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event Subject Shares shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) Laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 (AS AMENDED, THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF SUCH (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS (B) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE INVESTOR RIGHTS AGREEMENT, DATED [•], 2023, BY AND BETWEEN THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE THE SECURITIES. BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO THE SECRETARY AGREE TO AND SHALL BECOME BOUND BY ALL PROVISIONS OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYSAID AGREEMENT AS APPLICABLE." Each Purchaser ” The Investor agrees and consents to the Company or BackWeb Canada, as entry of stop transfer instructions with the case may be, making a notation on its records and giving instructions to any Company’s transfer agent and registrar against the Transfer of the Preferred, the Exchangeable Subject Shares or the Conversion Stock except in order to implement compliance with the restrictions on transfer established set forth in this RegistrationSection 4.3.

Restrictive Legend. Each certificate representing (a) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Notes, (b) the Conversion StockPreferred Shares, (c) shares of the Common Stock issued upon conversion of any Note and/or Preferred Share, and (cd) any other securities issued in respect of the Notes, the Preferred Shares or the Conversion Common Stock issued upon conversion of any Note and/or Preferred Share upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in (a) through (d) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4 8.3 below) be stamped or otherwise imprinted with a legend substan tially in the following legends form (in addition to any the legend required under any applicable state securities laws): (a) ): THE SHARES [SHARES] [NOTE] REPRESENTED BY THIS CERTIFICATE HAVE CERTIFI CATE [HAVE] [HAS] BEEN ACQUIRED FOR INVESTMENT AND HAVE [HAVE] [HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES [SHARES] [NOTE] MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION REGISTRATIONS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE EXEMPTIONS THERE FROM UNDER SAID ACT OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTLAWS. COPIES OF THE AGREEMENTS AGREEMENT COVERING THE PURCHASE OF [THESE SHARES SHARES] [THIS NOTE] AND RESTRICTING THEIR [THEIR] [ITS] TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Registration.

Restrictive Legend. Each certificate representing (a) the Series D Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Stock, (b) any Common Stock of the Conversion Shareholder issued pursuant to the conversion of the Series D Preferred Stock, (c) any securities acquired by the Shareholder pursuant to its exercise of its right of first refusal under Section 2.1 hereof and (cd) any other securities issued in respect of the Series D Preferred or Stock, the Conversion Stock or the Series A Common Stock of the Shareholder upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.4 below) be stamped or otherwise imprinted with a legend in the following legends form (in addition to any legend required by the Company under Section 3.1 of this Agreement and any other legends that the Company determines are necessary or appropriate under applicable state securities laws): (a) ): 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 SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE CORPORATION THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTNOT REQUIRED. COPIES OF THE AGREEMENTS TO WHICH THE CORPORATION IS A PARTY COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Purchaser CORPORATION. The Shareholder consents to the Company or BackWeb Canada, as the case may be, making a notation on its records and giving instructions to any transfer agent of the PreferredSeries A Common Stock, the Exchangeable Shares Series D Preferred Stock or the Conversion Stock of the Shareholder in order to implement the restrictions on transfer established in this RegistrationSection 1.

Restrictive Legend. Each certificate representing (ai) the Preferred Common Stock held by the Common Holders, (includingii) the Investor Stock, without limitation, (iii) the Series C-2 Convertible Preferred Common Stock issued upon exercise conversion of the Warrants), (b) the Conversion Investor Stock, and (civ) any other securities issued in respect of the Preferred Investor Stock or Common Stock issued upon conversion of the Conversion Investor Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 1.2 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ). “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 APPLICABLE STATE SECURITIES LAWS. SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ABSENCE SECURITIES ACT OF SUCH REGISTRATION 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY RECEIVES AVAILABILITY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAPPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENTS COVERING THE STOCK PURCHASE AGREEMENT AND INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANYCORPORATION." ” Each Purchaser Holder (as defined in Section 2.1 below), and Common Holder consents to the Company or BackWeb Canada, as the case may be, Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Investor Stock or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection 1. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(k) under the Securities Act of 1933, as amended (the “1933 Act”), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder or Common Holder a written representation that (i) such Holder or Common Holder is not an affiliate of the Company and has not been an affiliate during the preceding three months, (ii) such Holder or Common Holder has beneficially owned the shares represented by the certificate for a period of at least two years, (iii) such Holder or Common Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder or Common Holder will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect.

Restrictive Legend. Each Hereinafter, each certificate representing (ai) the Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Investor Shares, (bii) the Conversion StockRegistrable Securities, and (ciii) any other securities issued in respect of the Preferred Investor Shares or the Conversion Stock Registrable Securities upon any stock split, stock dividend, combination of shares, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted below or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 4 belowSecurities Act) be stamped or otherwise imprinted with a legend substantially in the following legends form (in addition to any legend required under applicable state securities laws): (a) ): 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 THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE ABSENCE OF SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION OR UNLESS REQUIREMENTS. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN A SHAREHOLDERS AGREEMENT DATED AS OF JUNE 22, 2007, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF THE COMPANY." Each Purchaser consents . Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either (i) a written opinion of legal counsel to the holder, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of such securities may be effected without registration under the Securities Act or BackWeb Canada, as (ii) a "no-action" letter from the case may be, making SEC to the effect that the distribution of such securities without registration will not result in a notation on its records and giving instructions to any transfer agent recommendation by the staff of the PreferredSEC that action be taken with respect thereto, the Exchangeable Shares except that any such transfer legend shall be removed in a transfer pursuant to Rule 144 or the Conversion Stock an effective registration statement, in order to implement the restrictions on transfer established in this Registrationwhich case no such legal opinion or "no-action" letter shall be required.

Restrictive Legend. Each certificate representing (a) the shares of Preferred (including, without limitation, the Series C-2 Convertible Preferred issued upon exercise of the Warrants)Stock, (b) shares of Common Stock issued upon conversion of the Conversion Preferred Stock, and (c) any other securities issued in respect of the Preferred Stock or Common Stock issued upon conversion of the Conversion Preferred Stock upon any stock share split, stock share dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 2.2 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) ). 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 APPLICABLE STATE SECURITIES LAWS. SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ABSENCE SECURITIES ACT OF SUCH REGISTRATION 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY RECEIVES AVAILABILITY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAPPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENTS COVERING THE PURCHASE THEINVESTOR RIGHTS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SHARES AND RESTRICTING THEIR TRANSFER SECURITIES MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . Each Purchaser Investor consents to the Company or BackWeb Canada, as the case may be, Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Common Stock issued upon conversion of the Preferred Stock in order to implement the restrictions on transfer established in (1) as then in this Registrationeffect. Notwithstanding anything to the contrary contained herein, for purposes of the foregoing sentence, the term “affiliate” means an “affiliate” as such term is defined under Rule 144.

Restrictive Legend. Each certificate representing (ai) the Preferred Stock, (including, without limitation, ii) shares of the Series C-2 Convertible Preferred Company’s Common Stock issued upon exercise conversion of the Warrants), (b) the Conversion Preferred Stock, and (ciii) any other securities issued in respect of the Preferred Stock (or Common Stock issued upon conversion of the Conversion Stock Preferred Stock) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following legends form (in addition to any legend required under applicable state securities laws): (a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND ): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL COUNSEL, REASONABLY ACCEPTABLE SATISFACTORY TO IT STATING THE COMPANY, THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM NOT REQUIRED. THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER REPRESENTED BY THIS CERTIFICATE MAY BE OBTAINED AT NO COST TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT BY WRITTEN REQUEST MADE BY AND AMONG THE HOLDER COMPANY AND THE STOCKHOLDERS LISTED THEREIN, A COPY OF RECORD OF THIS CERTIFICATE TO WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . Each Purchaser and Holder consents to the Company or BackWeb Canada, as the case may be, Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred, the Exchangeable Shares Preferred Stock or the Conversion Common Stock in order to implement the restrictions on transfer established in this RegistrationSection.