Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following 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, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing (a) the Shares held by Shares, (b) the FoundersRegistrable Securities, Investors, Former Preferred Holders and Comerica and (c) any other securities issued in respect of such Shares the securities referenced in clauses (a) and (b) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends certain legends, including a legend in substantially the following 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 THE SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR SATISFACTORY TO THE COMPANY) STATING COMPANY 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." (b) "” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." ” Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Registrable Securities shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend required under applicable state securities laws): (a) or similar legend: 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”) OR QUALIFIED UNDER ANY STATE SECURITIES LAW. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, ASSIGNED OR PLEDGED IN HYPOTHECATED UNLESS THERE IS (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ABSENCE OF SECURITIES ACT COVERING SUCH REGISTRATION SECURITIES, OR UNLESS (B) A VALID EXEMPTION THEREFROM AND THE COMPANY CORPORATION OR ITS TRANSFER AGENT RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO IT, STATING THAT SUCH SALE SALE, TRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY SECURITIES ACT AND THE STOCKHOLDERQUALIFICATION REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAW. In addition, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents the Company may place on the certificates representing Registrable Securities any other legends required by applicable law. The Holders consent to the Company making of a notation by the Company on its records and giving instructions to any transfer agent of the Restricted Securities its common stock in order to implement the restrictions on transfer established in this Section 1Agreement, including without limitation, the instruction to impose a stop transfer order on the Registrable Securities during a Black-Out Period.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica Securities and any other securities issued in respect of such Shares the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 11(c) below) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend required under applicable state securities laws): (ai) 33 Act 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. SUCH SHARES SECURITIES MAY NOT BE SOLD, SOLD OR TRANSFERRED OR PLEDGED 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 (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." (bii) "Lock-Up Legend. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE TERMS EFFECTIVE DATE OF ONE OR MORE AGREEMENTS BETWEEN A REGISTRATION STATEMENT FILED BY THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, FOR ITS INITIAL PUBLIC OFFERING. The Investor and Former Preferred Holder each holder of Securities and Comerica each subsequent transferee, assignee, transferee or pledgee (hereinafter collectively, including the Investor, referred to as a "Holder") consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1Sections 11 and 15.

Restrictive Legend. Each certificate representing (i) the Shares held by Preferred Stock, (ii) the FoundersWarrants, Investors, Former Preferred Holders (iii) the Conversion Stock and Comerica and (iv) any other securities issued in respect of such Shares the Preferred Stock 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 1.4 below) be stamped or otherwise imprinted with legends a legend substantially in substantially the following 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 OR TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." . Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock, the Warrants or the Conversion Stock in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing the Shares shares of Common Stock and held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or a Shareholder will bear a legend substantially similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially to the following form (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) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER give full effect to this Agreement): "THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED ONLY OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN ACCORDANCE 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 THEREOF, OF ONE OR MORE AGREEMENTS BETWEEN A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE COMPANY AND SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY SE- CURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1."

Restrictive Legend. Each certificate representing (i) the Shares held by Preferred, (ii) the Founders, Investors, Former Preferred Holders Conversion Stock and Comerica and (iii) any other securities issued in respect of such Shares the Preferred 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 1.4 2.3 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 OR TRANSFERRED OR 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." (b) ". COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . Each Founder, Investor Purchaser and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred or the Common Stock in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing This Warrant and, unless registered under the Securities Act, any Warrant Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, exercise hereof shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend legends required under applicable state securities laws): (a) ): THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, PLEDGED, HYPOTHECATED OR PLEDGED OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR UNLESS THE COMPANY RECEIVES QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT EXEMPTION FROM SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERQUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the Holder of a Common Stock certificate, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderthe Company shall issue to that holder a new certificate free of the foregoing legend, Investor and Former Preferred if, with such request, such Holder and Comerica consents provides the Company with an opinion of counsel that is reasonably acceptable to the Company making a notation on its records and giving instructions (provided that O'Melveny & ▇▇▇▇▇ LLP shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (or any transfer agent other rule permitting resales of securities without restriction) promulgated under the Restricted Securities in order to implement the restrictions on transfer established in this Section 1Act.

Restrictive Legend. Each certificate representing (i) ------------------ the Shares held by the Founders, Investors, Former Preferred Holders Registrable Securities and Comerica and (ii) any other securities issued in respect of such Shares the Registrable Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 7.3 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 OR TRANSFERRED OR 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." (b) ". COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." Each Founder, CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The Investor and Former Preferred each Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Common Stock in order to implement the restrictions on transfer established in this Section 17.

Restrictive Legend. Each certificate representing (i) the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and (ii) any other securities issued in respect of such the Shares upon any stock split, stock dividend, recapitalizationre-capitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends substantially in substantially the following form (in addition to any legend required under applicable state securities laws): (a) ): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (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." (b) ". THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." ” Each Founder, Investor Stockholder and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing (a) the Shares held by Shares, (b) the FoundersConversion Shares, Investors, Former Preferred Holders and Comerica and (c) any other securities issued in respect of such Shares the securities referenced in clauses (a) and (b) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 Subsection 2.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 THE SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR SATISFACTORY TO THE COMPANY) STATING COMPANY 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." (b) "” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." ” Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing the Shares shares of Common Stock and held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or a Shareholder will bear a legend substantially similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially to the following form (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) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER give full effect to this Agreement): "THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED ONLY OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN ACCORDANCE 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 THEREOF, OF ONE OR MORE AGREEMENTS BETWEEN A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 28, 2000. THE COMPANY AND SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY SECURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1."

Restrictive Legend. Each certificate representing This Warrant, any Warrant issued upon transfer of this Warrant and, unless registered under the Securities Act, any Warrant Shares held by the Founders, Investors, Former Preferred Holders and Comerica and issued upon exercise of this Warrant or any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventportion thereof, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following form (legend, in addition to any legend required under applicable state securities laws): (a) : THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, PLEDGED, HYPOTHECATED OR PLEDGED OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR UNLESS THE COMPANY RECEIVES QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT EXEMPTION FROM SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERQUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderthe Company shall issue to that holder a new certificate free of the foregoing legend, Investor and Former Preferred Holder and Comerica consents if, with such request, such holder provides the Company with a reasonable opinion of counsel reasonably acceptable to the Company making a notation on its records and giving instructions to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (or any transfer agent other rule permitting resales of securities without restriction) promulgated under the Restricted Securities in order to implement the restrictions on transfer established in this Section 1Act.

Restrictive Legend. Each certificate or note representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica a Note or Note Share and any other securities issued in respect of such the Note Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 7.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, SOLD OR TRANSFERRED OR PLEDGED 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 (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 THE ACT." (b) ". COPIES OF THE SHARES REPRESENTED AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each Founder, Investor and Former Preferred each Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Note or Note Shares in order to implement the restrictions on transfer established in this Section 17.

Restrictive Legend. Each certificate representing Such Purchaser understands that the Shares held by certificates evidencing the FoundersShares, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially will bear the following 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 legends: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES, OR "BLUE SKY," LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. SUCH SHARES THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR PLEDGED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND OTHER APPLICABLE LAWS OR UNLESS THE COMPANY RECEIVES AN A WRITTEN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR SATISFACTORY TO THE COMPANY) STATING COMPANY THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE REGISTRATION SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTOTHER APPLICABLE LAWS." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERIn addition, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderthe Purchasers acknowledge that each certificate for Shares shall bear any additional legend required by any other applicable domestic or foreign securities or blue sky laws. The Company will direct its transfer agent and registrar to maintain stop transfer instructions on record for the Shares until it has been notified by the Company, Investor upon the advice of counsel, that such instructions may be waived consistent with the Securities Act and Former Preferred Holder applicable domestic and Comerica consents foreign securities laws. Such stop transfer instructions will limit the method of sale of the Shares, consistent with Rule 144 or other available exemptions from registration under the Securities Act. Any transfers other than pursuant to an effective registration statement will require an opinion of counsel reasonably satisfactory to the Company making a notation on and its records and giving instructions counsel prior to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1such transfers.

Restrictive Legend. Each certificate representing (i) the Shares held by Shares, (ii) the FoundersConversion Shares, Investors, Former Preferred Holders and Comerica and (iii) any other securities issued in respect of such Shares the securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 6.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERSHAREHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 16.

Restrictive Legend. Each certificate representing the Shares held by the FoundersRegistrable Securities ------------------ shall, Investorsexcept as otherwise provided in this Section 2 or in Section 3, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend substantially in substantially the following 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 AMENDED1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH SHARES SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR PLEDGED HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH REGISTRATION SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES (2) AN OPINION OF COUNSEL (COUNSEL, WHICH MAY BE THE IN-HOUSE COUNSEL FOR THE PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN , REASONABLY SATISFACTORY TO THE COMPANY AND THE STOCKHOLDERTHAT AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE. Upon request of a holder of such a certificate, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making shall remove the foregoing legend from the certificate or issue to such holder a notation on its records and giving instructions to new certificate therefor free of any transfer agent of legend, if (i) there is an effective registration statement covering the Restricted Securities securities represented by such certificate, or (ii) with such request, the Company shall have received either the opinion referred to in order Section 3(i) or the "no-action" letter referred to implement the restrictions on transfer established in this Section 13(ii).

Restrictive Legend. Each certificate representing (i) the Shares held by Common Stock issued pursuant to the Founders, Investors, Former Preferred Holders Common Stock Agreement and Comerica and (ii) any other securities issued in respect of such Shares Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 OR TRANSFERRED OR 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." (b) ". THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH OBTAINED AT THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY." ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Common Stock in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing (a) the Shares held by Shares, (b) the FoundersConversion Shares, Investors, Former Preferred Holders and Comerica and (c) any other securities issued in respect of such Shares the securities referenced in clauses (a) and (b) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 THE SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR SATISFACTORY TO THE COMPANY) STATING COMPANY 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." (b) "” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." ” Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Registrable Securities shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 “SECURITIES ACT”). SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) ), OR OTHER EVIDENCE, REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID THE SECURITIES ACT." (b) "” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." ” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT IN THE EVENT OF A PUBLIC OFFERING, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing The Purchaser acknowledges and agrees that, until such time as the Shares held by Securities shall have been registered under the FoundersSecurities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, Investors, Former Preferred Holders and Comerica and any other securities issued in respect such Securities may be subject to a stop-transfer order placed against the transfer of such Shares upon any stock splitSecurities, stock dividend, recapitalization, merger, consolidation or similar event, and such Securities shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends bear a restrictive legend in substantially the following form form: THESE SECURITIES (in addition to any legend required under applicable state securities laws): (aINCLUDING ANY UNDERLYING 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. SUCH SHARES THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR PLEDGED 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 (WHICH MAY BE COUNSEL FOR OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY) STATING COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, COPIES 2002, A COPY OF WHICH ARE IS ON FILE WITH AT THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each FounderAMERICAN LEISURE HOLDINGS, Investor INC. From and Former Preferred Holder and Comerica consents after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in replacement certificates that do not bear this Section 1legend.

Restrictive Legend. Each certificate representing (i) the Shares held by Preferred Stock, (ii) the FoundersWarrants, Investors, Former Preferred Holders (iii) the Conversion Stock and Comerica and (iv) any other securities issued in respect of such Shares the Preferred Stock 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 1.4 below) be stamped or otherwise imprinted with legends a legend substantially in substantially the following 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 OR TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." . Each Founder, Investor and Former Preferred New Holder and Comerica Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock, the Warrants or the Conversion Stock in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing The Purchaser understands that the certificates evidencing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially will bear the following 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 legends when issued: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES, OR "BLUE SKY," LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND RESALE AND MAY NOT BE SOLD, TRANSFERRED SOLD OR PLEDGED OFFERED FOR SALE EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND OTHER APPLICABLE LAWS OR UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY RECEIVES AN A WRITTEN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR REASONABLY SATISFACTORY TO THE COMPANY) STATING COMPANY THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE REGISTRATION SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTOTHER APPLICABLE LAWS." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERIn addition, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderthe Purchaser acknowledges that each certificate for Shares shall bear any additional legend required by any other applicable domestic or foreign securities or blue sky laws. The Company will direct its transfer agent and registrar to maintain stop transfer instructions on record for the Shares until it has been notified by the Company, Investor upon the advice of counsel, that such instructions may be waived consistent with the Securities Act and Former Preferred Holder applicable domestic and Comerica consents foreign securities laws. Such stop transfer instructions will limit the method of sale or transfer of the Shares, consistent with Rule 144 or other available exemptions from registration under the Securities Act. Any transfers other than pursuant to a registration statement under the Securities Act will require an opinion of counsel reasonably satisfactory to the Company making a notation on and its records and giving instructions counsel prior to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1such transfers.

Restrictive Legend. Each certificate representing (i) the Shares Preferred Stock held by the Founders, Investors, Former Preferred Holders (ii) the Conversion Stock and Comerica and (iii) any other securities issued in respect of such Shares the Preferred Stock or Conversion Stock held by the Investors upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 paragraph 3.3 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 OR TRANSFERRED OR PLEDGED 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 (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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor . The Investors and Former Preferred Holder and Comerica consents Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its Preferred Stock or Conversion Stock in order to implement the restrictions on transfer established in this Section 1paragraph 3.

Restrictive Legend. (a) Each certificate representing Common ------------------ Stock owned by any Stockholder will include the Shares held following legend (in addition to such legends as may be appropriate under applicable securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 29, 1997, AS FROM TIME TO TIME AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM FRISBY TECHNOLOGIES, INC." (b) Each certificate representing C▇▇▇▇▇ Stock owned by any Stockholder or any Transferee thereof (other than shares that have been sold pursuant to an effective registration statement under the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued Securities Act or in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall accordance with Rule 144 under the Securities Act) will (unless otherwise permitted by the provisions of Section 1.4 below2.2(c)) be stamped or otherwise imprinted with legends in include a legend substantially the following form (in addition to any legend required under applicable state securities laws): (a) as follows: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SHARES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL EXEMPTION THEREFROM." (WHICH MAY BE COUNSEL FOR THE COMPANYc) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." Any Stockholder may, upon providing evidence (bwhich, if required by the Company, may include an opinion of counsel) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents reasonably satisfactory to the Company making that such Common Stock either are not "restricted securities" (as defined in Rule 144) or may be sold pursuant to Rule 144(k), exchange the certificate representing such Common Stock for a notation on its records and giving instructions new certificate that does not bear a legend relating to any transfer agent of restrictions under the Restricted Securities in order to implement the restrictions on transfer established in this Section 1securities laws.

Restrictive Legend. Each certificate representing This Warrant and, unless registered under ------------------ the Securities Act, any Warrant Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, exercise hereof shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend legends required under applicable state securities laws): (a) ): THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, PLEDGED, HYPOTHECATED OR PLEDGED OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR UNLESS THE COMPANY RECEIVES QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT EXEMPTION FROM SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERQUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderthe Company shall issue to that holder a new certificate free of the foregoing legend, Investor and Former Preferred Holder and Comerica consents if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company making a notation on its records and giving instructions (provided that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, A -------- Professional Law Corporation, shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (or any transfer agent other rule permitting resales of securities without restriction) promulgated under the Restricted Securities in order to implement the restrictions on transfer established in this Section 1Act.

Restrictive Legend. Each certificate representing (i) the ------------------ Securities, (ii) the Exercise Shares; (iii) the Conversion Shares held by the Founders, Investors, Former Preferred Holders and Comerica and (iv) any other securities issued in respect of such Shares the securities referenced in clauses (i), (ii) and (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following 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, TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERSHAREHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing (i) the Shares held by and the Founders, Investors, Former Preferred Holders Shares and Comerica and (ii) any other securities issued in respect of such the Shares or the Preferred Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, event shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following form legend or legends to the following effect (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 OR TRANSFERRED OR 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." (b) ". COPIES OF THE AGREEMENTS COVERING THE PURCHASE EXHIBIT 10.4 OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH TO THE TERMS CLERK OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND AT THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1Agreement.

Restrictive Legend. Each certificate representing (i) the Shares held by the Foundersor Warrant Stock, Investors, Former Preferred Holders and Comerica and (ii) any other securities issued in respect of such Shares the Shares, Warrants or Warrant Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 9.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 OR TRANSFERRED (OTHER THAN PURSUANT TO RULE 144 OR PLEDGED ANY SIMILAR OR ANALOGOUS RULE OR RULES) 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." (b) ". COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each Founder, Investor Purchaser and Former Preferred Holder and Comerica holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares or the Warrant Stock in order to implement the restrictions on transfer established in this Section 19.

Restrictive Legend. Each certificate representing the for Preferred Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially contain the following 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 legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES, OR “BLUE SKY,” LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND RESALE AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR PLEDGED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND OTHER APPLICABLE LAWS OR UNLESS THE COMPANY RECEIVES AN A WRITTEN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR REASONABLY SATISFACTORY TO THE COMPANY) STATING COMPANY THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE REGISTRATION SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." OTHER APPLICABLE LAWS. The certificates shall also bear any additional legends that are required by, or are appropriate with respect to the rules and regulation of, any state, local, foreign or other securities authorities. The Company’s transfer agent and registrar will maintain stop transfer instructions on record for the Preferred Shares until it has been notified by the Company, upon the advice of counsel, that such instructions may be waived. Such stop transfer instructions will limit the method of sale of the Preferred Shares, consistent with Securities and Exchange Commission (bthe “SEC”) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERRule 144 or other available exemptions from registration under the Securities Act of 1933, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents as amended. Any transfers will require an opinion of counsel reasonably satisfactory to the Company making a notation on and its records and giving instructions counsel prior to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1such transfers.

Restrictive Legend. Each certificate The certificates representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) Purchased Securities will be stamped or otherwise imprinted with legends a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities laws): (a) form: 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 AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SHARES THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PLEDGED (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE ABSENCE CASE OF SUCH REGISTRATION OR A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY RECEIVES CORPORATION HAS RECEIVED AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING REASONABLY SATISFACTORY TO IT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE REGISTRATION SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERSUCH OTHER APPLICABLE LAWS. In the event a Purchaser or subsequent holder of the Purchased Securities wishes to sell or transfer the Purchased Securities pursuant to an exemption from registration under the Securities Act, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities shall reasonably cooperate in order to implement the restrictions on transfer established in this Section 1effectuating such sale or transfer.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders (i) ------------------ Registrable Securities and Comerica and (ii) any other securities issued in respect of such Shares the Registrable Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 2.3 below) be stamped or otherwise imprinted with legends in substantially the following form forms (in addition to any legend required under applicable state securities laws): (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 AMENDED. SUCH SHARES , AND MAY NOT BE SOLDSOLD OR TRANSFERRED, TRANSFERRED ASSIGNED, PLEDGED OR PLEDGED IN THE ABSENCE OF HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH REGISTRATION ACT OR UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY) STATING COMPANY AND ITS COUNSEL, THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTNOT REQUIRED." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor . The Investors and Former Preferred Holder and Comerica consents Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Registrable Securities in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate The Shares have not been registered under the Act and may not be resold in the United States unless registered or an exemption from registration is available. Company is required to refuse to register any transfer of the Conversion Shares not made pursuant to registration under the Act or an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends will bear a legend in substantially the following form (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 1933ACT, AS AMENDED. SUCH SHARES OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, TRANSFERRED DIRECTLY OR PLEDGED INDIRECTLY, IN THE ABSENCE OF SUCH UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE AVAILABLE EXEMPTION FROM, OR TRANSFER IS EXEMPT FROM IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID THE ACT." (b) ". IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES MAY NOT BE TRANSFERRED ONLY CONDUCTED UNLESS IN ACCORDANCE COMPLIANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERACT. Share certificates will be issued without such legend or at Lender’s option issued via electronic delivery at the applicable balance account at DTC, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderif either (i) the Shares are registered for resale under the Act, Investor and Former Preferred Holder and Comerica consents or (ii) Lender provides an opinion of its counsel to the Company making a notation on its records and giving instructions to any transfer agent of effect that the Restricted Securities in order to implement the restrictions on transfer established in this Section 1Shares may be issued without restrictive legend.

Restrictive Legend. Each certificate Security Holder acknowledges and agrees that the Preferred Stock and the shares of Common Stock underlying the Preferred Stock, and, until such time as the shares of Common Stock underlying the Preferred Stock have been registered under the 1933 Act and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Shares held by shares of Preferred Stock or Common Stock underlying the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventStock, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends bear a restrictive legend in substantially the following form (in addition to and a stop-transfer order may be placed against transfer of any legend required under applicable state securities laws): (a) such securities): “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. AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT, OR PLEDGED (2) IN ACCORDANCE WITH THE ABSENCE PROVISIONS OF SUCH REGULATION S, OR (3) AN EXEMPTION FROM REGISTRATION OR UNLESS IS AVAILABLE UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND THE HOLDER HAS PROVIDED THE COMPANY RECEIVES WITH AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT TO SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTEFFECT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.”

Restrictive Legend. Each certificate representing (i) the Shares held by the Foundersshares of ------------------ BigHub Common Stock to be issued hereunder, Investors, Former Preferred Holders and Comerica and or (ii) any other securities issued in respect of such Shares shares upon any stock split, stock dividend, recapitalization, merger, merger consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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. SUCH SHARES SECURITIES MAY NOT BE SOLD, TRANSFERRED OFFERED FOR SALE, PLEDGED OR PLEDGED 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 (WHICH SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES MAY BE COUNSEL FOR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS HOLDER OF SAID ACT." (b) "THE SHARES REPRESENTED BY RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Shareholders consent to the Company BigHub making a notation on its records and giving instructions to any transfer agent of the Restricted Securities BigHub Common Stock in order to implement the restrictions on transfer established in this Section 1.10. ----------

Restrictive Legend. Each certificate representing (i) the Shares held by shares of ------------------ the Founders, Investors, Former Preferred Holders Company's Common Stock and Comerica and (ii) any other securities issued in respect of such Shares the Common Stock issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 19331933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, AS AMENDEDOR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SHARES SALE OR DISTRIBUTION MAY NOT BE SOLD, TRANSFERRED EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR IN FORM SATISFACTORY TO THE COMPANY) STATING COMPANY THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF NOT REQUIRED UNDER SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred . Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Common Stock in order to implement the restrictions on transfer established in this Section 13. The Company shall be obligated to reissue promptly unlegended certificates at the request of the Holder thereof if the Holder shall have obtained an opinion of counsel at 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 shares of the Shares held by Company's Common Stock, including those received upon exercise of the FoundersWarrant, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE COMPANY RECEIVES AN OPINION AGREEMENT COVERING THE PURCHASE OF COUNSEL (WHICH THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE COUNSEL FOR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS HOLDER OF SAID ACT." (b) "THE SHARES REPRESENTED BY RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANYCORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION." Each Founder, Investor and Former Preferred The Holder and Comerica consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Common Stock in order to implement the restrictions on transfer established in this Section 13. 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 (i) the Shares held by Preferred, ------------------ (ii) shares of the FoundersCompany's Common Stock issued upon conversion of the Preferred, Investors, Former Preferred Holders and Comerica and (iii) any other securities issued in respect of such Shares the Preferred (or Common Stock issued upon conversion of the Preferred) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM UNDER THE COMPANY RECEIVES AN OPINION SECURITIES ACT. COPIES OF COUNSEL (WHICH THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE COUNSEL FOR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS HOLDER OF SAID ACT." (b) "THE SHARES REPRESENTED BY RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. Each Founder, Investor Purchaser and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred or the Common Stock in order to implement the restrictions on transfer established in this Section 1Section.

Restrictive Legend. Each certificate representing (i) the Preferred Shares, (ii) the Conversion Shares held by the Founders, Investors, Former Preferred Holders and Comerica and (iii) any other securities issued in respect of such the Preferred Shares or the Conversion Shares upon any stock share split, stock share dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 2.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend required under applicable state securities laws): (a) laws or Israeli law): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED1933 OR APPROVED BY THE ISRAELI SECURITIES AUTHORITY. SUCH SHARES MAY NOT BE SOLD, SOLD OR TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY ACT AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." UNDER ISRAELI LAW. Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Shares or the Ordinary Shares in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing (i) the Shares held by Series ------------------ - A Preferred, (ii) the FoundersSeries B Preferred, Investors(iii) the Series C Preferred, Former Preferred Holders and Comerica and (iv) the -- --- -- Company's Common Stock issued upon conversion of the Series A, B or C Preferred, or (iv) any other securities issued in respect of such Shares the Series A, B or C Preferred -- or the Common Stock issued upon conversion of the Series A, B or C Preferred, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the provisions of Section 1.4 belowSecurities Act or sold pursuant to Rule 144 or Regulation A thereunder) be stamped or otherwise imprinted with legends a legend in substantially the following form (in addition to any legend 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 AMENDED1933 OR ANY STATE SECURITIES LAWS. SUCH SHARES THEY MAY NOT BE SOLD, TRANSFERRED SOLD OR PLEDGED OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF UNDER SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER. Upon request of a holder of such a certificate, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderthe Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, Investor and Former Preferred Holder and Comerica consents if, with such request, the Company shall have received the opinion referred to in Section 8.4 to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted securities evidenced by such certificate will not violate the Securities in order to implement the restrictions on transfer established in this Section 1Act and applicable state securities laws.

Restrictive Legend. Each certificate representing This Warrant, any Warrant issued upon transfer of this Warrant and, unless registered under the Securities Act, any Warrant Shares held by the Founders, Investors, Former Preferred Holders and Comerica and issued upon exercise of this Warrant or any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, portion thereof shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following form (legend, in addition to any legend required under applicable state securities laws): (a) : THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, PLEDGED, HYPOTHECATED OR PLEDGED OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR UNLESS THE COMPANY RECEIVES QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT EXEMPTION FROM SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERQUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderthe Company shall issue to that holder a new certificate free of the foregoing legend, Investor and Former Preferred Holder and Comerica consents if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company making a notation on its records and giving instructions (provided that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, A Professional Law Corporation, shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (or any transfer agent other rule permitting resales of securities without restriction) promulgated under the Restricted Securities in order to implement the restrictions on transfer established in this Section 1Act.

Restrictive Legend. Each certificate representing (a) the Shares Shares, (b) the Conversion Shares, (c) the Investor New Securities, (d) the Common Stock held of record by the Founders, Prior Investors, Former Preferred Holders (e) other shares of capital stock of the Company subject to this Agreement and Comerica and (f) any other securities issued in respect of such Shares the securities referenced in clauses (a), (b), (c), (d) and (e) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, TRANSFERRED OR 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." (b) "” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERORIGINAL SHAREHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." ” Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing (i) the Shares held by the Foundersshares of BigHub Common Stock to be issued hereunder, Investors, Former Preferred Holders and Comerica and or (ii) any other securities issued in respect of such Shares shares upon any stock split, stock dividend, recapitalization, merger, merger consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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. SUCH SHARES SECURITIES MAY NOT BE SOLD, TRANSFERRED OFFERED FOR SALE, PLEDGED OR PLEDGED 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 (WHICH SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES MAY BE COUNSEL FOR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS HOLDER OF SAID ACT." (b) "THE SHARES REPRESENTED BY RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Sellers consent to the Company BigHub making a notation on its records and giving instructions to any transfer agent of the Restricted Securities BigHub Common Stock in order to implement the restrictions on transfer established in this Section 110.

Restrictive Legend. Each certificate representing (i) the Conversion Stock, and the Agent's Shares held by the Founders, Investors, Former Preferred Holders and Comerica and (ii) any other securities issued in respect of such the Conversion Stock and the Agent's Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, SOLD OR TRANSFERRED OR 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." (b) ". COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1Agreement.

Restrictive Legend. Each certificate representing (i) the Shares held by Preferred ------------------ Stock, (ii) the Founders, Investors, Former Preferred Holders Conversion Stock and Comerica and (iii) any other securities issued in respect of such Shares the Preferred Stock 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 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASON ABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) ". COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company Echelon making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall Securities (unless otherwise permitted by the provisions of Section 1.4 4 below) shall be stamped or otherwise imprinted with legends a legend in substantially the following 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 MAY NOT BE SOLD, TRANSFERRED OFFERED FOR SALE, PLEDGED OR PLEDGED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN EXEMPTION FROM SUCH REGISTRATION OR UNLESS REGISTRATION.” In addition, for so long as the Securities are subject to the restrictions set forth in Section 2, each certificate representing the Securities shall be stamped or otherwise imprinted with a legend in the following form: “THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN AN INVESTOR RIGHTS AGREEMENT. THE COMPANY AND WILL MAIL TO THE STOCKHOLDERHOLDER OF THIS CERTIFICATE A COPY OF SUCH INVESTOR RIGHTS AGREEMENT, COPIES AS IN EFFECT ON THE DATE OF WHICH ARE ON FILE WITH THE SECRETARY MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF THE COMPANYA WRITTEN REQUEST THEREFOR." ” Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established set forth in this Section 12.

Restrictive Legend. Each certificate representing (a) Preferred Stock, (b) Common Stock, (c) shares of Common Stock issued upon conversion of the Shares held by the FoundersPreferred Stock, Investors, Former Preferred Holders and Comerica and (d) Registrable Securities or (e) any other securities of the Company issued in respect of such Shares the Common Stock, Preferred Stock or the Common Stock issued upon conversion of the Preferred Stock including upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below2) be stamped or otherwise imprinted with legends a legend in substantially the following 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, SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH AGREEMENT RESTRICTING THEIR TRANSFER MAY BE COUNSEL FOR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS HOLDER OF SAID ACT." (b) "THE SHARES REPRESENTED BY RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company Company’s making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Section 13. 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 (a) the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and (b) any other securities issued in respect of such the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor Bridge Stockholder and Former Preferred Holder and Comerica consents consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities Common Stock issued in respect upon exercise of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, this Warrant shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED SOLD OR PLEDGED IN THE ABSENCE OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH REGISTRATION ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT APPLICABLE EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "SUCH ACT OR SUCH LAWS AND NEITHER THE SHARES UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO AN INVESTOR RIGHTS AGREEMENT, A STOCKHOLDERS AGREEMENT AND A STOCK TRADING AGREEMENT, AS EACH OF THE SAME MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERAMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH AVAILABLE FOR INSPECTION AT THE SECRETARY PRINCIPAL OFFICES OF THE COMPANY." Each Founder. Said legends shall be removed by the Company, Investor and Former Preferred Holder and Comerica consents to upon the Company making a notation on its records and giving instructions to any transfer agent request of the Restricted Securities in order to implement holder thereof, at such time as the restrictions on the transfer established in this Section 1of the applicable security under applicable securities laws and the obligations imposed on the holder thereof under the Investor Rights Agreement, the Stockholders Agreement and the Stock Trading Agreement, as applicable, shall have terminated.

Restrictive Legend. Each certificate representing (i) this ------------------ Warrant, (ii) the Shares held by shares of Common Stock issued upon exercise of the Founders, Investors, Former Preferred Holders Warrant and Comerica and (iii) any other securities issued in respect of such Shares shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation dividend or similar eventevent (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 1.4 below4(c) below or unless such securities have been registered under the Securities Act) be stamped or otherwise imprinted with legends in substantially the following form (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 : THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT AND SUCH REGISTRATION APPLICABLE BLUE SKY LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANYEXEMPTION THEREFROM. Upon request of a holder of a certificate with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if appropriate, 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(c)(i) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.or the "no-action" (bletter referred to in Section 4(c)(ii) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted Securities securities evidenced by such certificate will be exempt from the registration and/or qualification requirements of, and that such legend is not required in order to implement establish compliance, with the Securities Act, and if applicable, any state securities laws under which transfer restrictions on transfer established in this Section 1such securities had been previously imposed.

Restrictive Legend. Each certificate representing (i) the Shares held by the Founders, Investors, Former Preferred Holders Securities and Comerica and (ii) any other securities issued in respect of such Shares the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (collectively the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 1.4 belowthis section) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any a legend required under applicable state securities laws): (a) laws and a legend substantially as follows: 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 AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, ASSIGNED OR PLEDGED HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ABSENCE OF SUCH REGISTRATION ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." . Each Founder, Investor and Former Preferred Holder and Comerica Purchaser consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1section.

Restrictive Legend. Each certificate representing Such Purchaser understands that the certificates evidencing the Shares, and the Warrant Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially will bear the following 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 legends: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES, OR "BLUE SKY," LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. SUCH SHARES THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR PLEDGED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND OTHER APPLICABLE LAWS OR UNLESS THE COMPANY RECEIVES AN A WRITTEN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR SATISFACTORY TO THE COMPANY) STATING COMPANY THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE REGISTRATION SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTOTHER APPLICABLE LAWS." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERIn addition, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderthe Purchasers acknowledge that each certificate for Shares and Warrant Shares shall bear any additional legend required by any other applicable domestic or foreign securities or blue sky laws. The Company will direct its transfer agent and registrar to maintain stop transfer instructions on record for the Securities until it has been notified by the Company, Investor upon the advice of counsel, that such instructions may be waived consistent with the Securities Act and Former Preferred Holder applicable domestic and Comerica consents foreign securities laws. Such stop transfer instructions will limit the method of sale of the Securities, consistent with Rule 144 or other available exemptions from registration under the Securities Act. Any transfers other than pursuant to a registration statement under the Securities Act will require an opinion of counsel reasonably satisfactory to the Company making a notation on and its records and giving instructions counsel prior to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1such transfers.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Eligible Securities shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 “SECURITIES ACT”). SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID THE SECURITIES ACT." (b) "” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." ” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT IN THE EVENT OF A PUBLIC OFFERING, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. (a) Each certificate representing Securities owned by any Stockholder will include the Shares held following legend (in addition to such legends as may be appropriate under applicable securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 29, 1997, AS FROM TIME TO TIME AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM ▇▇▇▇▇▇ TECHNOLOGIES, INC. (b) Each certificate representing Securities owned by any Stockholder or any Transferee thereof (other than shares that have been sold pursuant to an effective registration statement under the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued Securities Act or in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall accordance with Rule 144 under the Securities Act) will (unless otherwise permitted by the provisions of Section 1.4 below2.2(c)) be stamped or otherwise imprinted with legends in include a legend substantially the following form (in addition to any legend required under applicable state securities laws): (a) as follows: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SHARES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL EXEMPTION THEREFROM. (WHICH MAY BE COUNSEL FOR THE COMPANYc) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.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" (bas defined in Rule 144) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERor may be sold pursuant to Rule 144(k), COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANYexchange the certificate representing such Securities for a new certificate that does not bear a legend relating to restrictions under the securities laws." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing the Shares held by shares of Parent Common Stock issued in the Founders, Investors, Former Preferred Holders and Comerica Merger and any other securities issued in respect of such Shares shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below10.3) be stamped or otherwise imprinted with legends a legend substantially in substantially the following 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. SUCH SHARES SECURITIES MAY NOT BE SOLD, SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY CORPORATION 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." (b) ". COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company Parent making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Parent Common Stock as and if necessary in order to implement the restrictions on transfer established in this Section 110.

Restrictive Legend. Each certificate The Purchaser acknowledges and accepts that the Shares are being issued to him without registration under federal or applicable state securities laws, and that the certificates representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and or any other securities issued in respect of such the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following 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, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION 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, SOLD OR TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY ACT AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica ANY APPLICABLE STATE SECURITIES LAWS. The Purchaser consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer established in this Section 1Agreement.

Restrictive Legend. Each certificate representing Buyer acknowledges and agrees that the certificates for the Initial Shares, the Adjustment Warrants, the Adjustment Shares, the Warrants, and the Warrant Shares held and, until such time as the Common Shares have been registered under the 1933 Act as contemplated by the FoundersRegistration Rights Agreements, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such the certificates for the Common Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities laws): (a) and a stop-transfer order may be placed against transfer of the certificates for such Securities): THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED ASSIGNED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF NOT REQUIRED UNDER SAID ACT." . Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreements has been declared effective, thereafter (bi) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents upon request of a Buyer the Company will substitute certificates without the above-referenced legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such legend and promptly remove any stop-transfer restriction relating to such Common Shares, but in no event later than three Business Days after surrender of such certificates by such Buyer, and (ii) the Company making a notation shall not place any restrictive legend on its records and giving instructions to certificates for any Common Shares issued or impose any stop-transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1restriction thereon.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in will contain a legend substantially to the following form effect (in addition to any legend legends 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”), OR ANY STATE SECURITIES LAWS. SUCH SHARES NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED, SOLD, TRANSFERRED TRANSFERRED, ENCUMBERED, ASSIGNED OR PLEDGED IN THE ABSENCE OTHERWISE DISPOSED OF SUCH EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, INCLUDING RULE 144, SUBJECT TO THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY ’S AND THE STOCKHOLDERTRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, COPIES SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF WHICH ARE ON FILE WITH THE SECRETARY REASONABLE AND CUSTOMARY CERTIFICATIONS AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO EACH OF THE COMPANY." Each FounderTHEM. To the extent that the circumstances or provisions requiring the above legend have ceased to be effective, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of will upon request reissue certificates without the Restricted Securities in order to implement the restrictions on transfer established in this Section 1legend.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Securities shall (unless otherwise permitted by the provisions of Section 1.4 6.9 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation SECURITIES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID THE SECURITIES ACT." (b) "” “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT IN ACCORDANCE WITH THE TERMS EVENT OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERA PUBLIC OFFERING, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica ” UABRF consents to the Company Fluidigm making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in Sections 6.7 through 6.10 of this Section 1Agreement.

Restrictive Legend. Each certificate representing shares of the Shares held by ------------------ Company's Common Stock, including those received upon exercise of the FoundersWarrant, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE COMPANY RECEIVES AN OPINION AGREEMENT COVERING THE PURCHASE OF COUNSEL (WHICH THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE COUNSEL FOR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS HOLDER OF SAID ACT." (b) "THE SHARES REPRESENTED BY RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANYCORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION." Each Founder, Investor and Former Preferred The Holder and Comerica consents to the Company Company's making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Common Stock in order to implement the restrictions on transfer established in this Section 13. 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 (i) the Shares held by the FoundersShares, Investors, Former Preferred Holders and Comerica and or (ii) any other securities issued in respect of such the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following form (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 SHARES MAY NOT BE SOLD, SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) ". THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." . Each Founder, Investor and Former Preferred Holder and Comerica Purchaser consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares in order to implement the restrictions on transfer established in this Section 17. The Company agrees to cause new certificates to be issued without any such legend to any Purchaser and such notation to be removed upon request by such Purchaser when reasonable in light of the then general practice under the Securities Act.

Restrictive Legend. Each certificate representing (i) the Shares held by Shares, (ii) the Founders, Investors, Former Preferred Holders Registrable Securities and Comerica and (iii) any other securities issued in respect of such the Shares or the Registrable Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 2.3 below) be stamped or otherwise imprinted with legends in substantially the following form forms (in addition to any legend required under applicable state securities laws): (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 AMENDED. SUCH SHARES , AND MAY NOT BE SOLDSOLD OR TRANSFERRED, TRANSFERRED ASSIGNED, PLEDGED OR PLEDGED IN THE ABSENCE OF HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH REGISTRATION ACT OR UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY) STATING COMPANY AND ITS COUNSEL, THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTNOT REQUIRED." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor . The Investors and Former Preferred Holder and Comerica consents Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Shares or the Registrable Securities in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing (i) the Shares held by Shares, (ii) the FoundersConversion Shares, Investors, Former Preferred Holders and Comerica and (iii) any other securities issued in respect of such Shares the securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERSHAREHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing (i) the Shares held by the Founders, Investors, Former Preferred Holders Securities and Comerica and (ii) any other securities issued in respect of such Shares the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (collectively the “Restricted Securities”), shall will (unless otherwise permitted by the provisions of Section 1.4 belowthis section) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any a legend required under applicable state securities laws): (a) laws and a legend substantially as follows: 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 AMENDED (THE “ACT”) AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, ASSIGNED OR PLEDGED HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ABSENCE OF SUCH REGISTRATION ACT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica . The Lender consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1section.

Restrictive Legend. Each certificate representing (a) the Shares, (b) the Conversion Shares held by the Founders, Investors, Former Preferred Holders and Comerica and or (c) any other securities issued in respect of such Shares the securities referenced in clauses (a) and (b) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 2.3 below) be stamped or otherwise imprinted with legends in substantially the following 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 3. 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing (i) the Shares held by Shares, (ii) the Founders, Investors, Former Preferred Holders Registrable Securities and Comerica and (iii) any other securities issued in respect of such the Shares or the Registrable Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 2.3 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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. SUCH SHARES SECURITIES MAY NOT BE SOLD, SOLD OR TRANSFERRED OR PLEDGED 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 (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 SUCH ACT." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor . The Investors and Former Preferred Holder and Comerica consents Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Shares or the Registrable Securities in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Securities shall (unless otherwise permitted by the provisions of Section 1.4 6.9 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SECURITIES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID THE SECURITIES ACT." (b) "” “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT IN ACCORDANCE WITH THE TERMS EVENT OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERA PUBLIC OFFERING, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica ” UABRF consents to the Company Fluidigm making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in Sections 6.7 through 6.10 of this Section 1Agreement.

Restrictive Legend. (a) Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 belowthis Agreement) be stamped or otherwise imprinted with legends a legend substantially in substantially the following form (in addition to any legend required under applicable state securities laws): (a) laws or otherwise): “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, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SHARES SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED DELIVERED AFTER SALE, ASSIGNED, OR PLEDGED OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO ▇▇▇▇▇ ▇▇▇▇▇▇▇ ENTERPRISES, INC. (WHICH MAY BE COUNSEL FOR THE “COMPANY) STATING THAT ”), SUCH SALE OR QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER IS EXEMPT FROM OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH IN ACCORDANCE WITH THE TERMS AMENDED AND RESTATED CHARTER OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND IN THE STOCKHOLDERSHAREHOLDERS AGREEMENT, COPIES DATED AS OF WHICH ARE ON FILE WITH FEBRUARY 7, 2005, BY AND AMONG THE SECRETARY COMPANY AND CERTAIN OF THE COMPANYITS SHAREHOLDERS." ” (b) Each Founder, Investor and Former Preferred Holder and Comerica Shareholder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares in order to implement the restrictions on transfer established in this Section 1Agreement.

Restrictive Legend. Each certificate representing (i) the Shares held by Common Shares, (ii) the FoundersPreferred Shares, Investors(iii) the Conversion Shares, Former Preferred Holders and Comerica and (iv) any other securities issued in respect of such Shares the securities referenced in clauses (i), (ii) and (iii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following 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, TRANSFERRED OR 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." (b) "” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERSHAREHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." ” Each Founder, Investor Purchaser and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing (i) the Shares held by ------------------ Shares, (ii) the Founders, Investors, Former Preferred Holders and Comerica and Conversion Stock or (iii) any other securities issued in respect of such the Shares 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 1.4 2.3 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 AMENDED. SUCH SHARES MAY NOT BE SOLD, SOLD OR TRANSFERRED OR 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." (b) ". COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." Each Founder, Investor CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The Investors and Former Preferred Holder and Comerica consents Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing (a) this Warrant, (b) the Shares held by shares of Common Stock or other securities issued upon exercise of the Founders, Investors, Former Preferred Holders Warrant and Comerica and (c) any other securities issued in respect of such Shares shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventevent (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 1.4 below8.4 below or unless such securities have been registered under the Securities Act) be stamped or otherwise imprinted with legends in substantially the following form (legend, in addition to any legend required under applicable state securities laws): (a) : THIS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. SUCH SHARES SECURITIES MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, PLEDGED, HYPOTHECATED OR PLEDGED OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANYEXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Upon request of a holder of such a certificate, the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Corporation shall have received either the opinion referred to in Section 8.4(a) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.or the "no-action" (bletter referred to in Section 8.4(b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to effect that any transfer agent by such holder of the Restricted Securities securities evidenced by such certificate will be exempt from the registration and/or qualification requirements of, and that such legend is not required in order to implement establish compliance with, the Securities Act, and if applicable, any state securities laws under which transfer restrictions on transfer established in this Section 1such securities had been previously imposed.

Restrictive Legend. Each certificate representing (a) the Shares held by Shares, (b) the FoundersConversion Shares, Investors, Former Preferred Holders and Comerica and (c) any other securities issued in respect of such Shares the securities referenced in clauses (a) and (b) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 2.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 THE SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR SATISFACTORY TO THE COMPANY) STATING COMPANY 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." (b) "” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." ” Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and or any other ------------------- securities issued in respect of such Shares securities upon any stock split, stock dividend, recapitalization, merger, consolidation merger or similar event, other reorganization shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends restricting the transferability thereof, in substantially the following form (in addition to any legend required under applicable state securities laws): (a) set forth below: "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, SOLD OR TRANSFERRED OR 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." (b) ". THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AN AGREEMENT BETWEEN THE COMPANY HOLDER AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." . Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer established in this Section 1Agreement and the Merger Agreement.

Restrictive Legend. Each certificate representing (i) the Shares held by the Founders, Investors, Former Preferred Holders Registrable Securities and Comerica and (ii) any other securities issued in respect of such Shares the Registrable Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 2.3 below) be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legend required under applicable state securities laws): (a) set forth below. “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES 1933 AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR PLEDGED OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY RECEIVES COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR REASONABLY SATISFACTORY TO THE COMPANY) STATING COMPANY THAT SUCH SALE OR THE PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." (b) "” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE PURSUANT TO A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH OBTAINED AT THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY PRINCIPAL OFFICE OF THE COMPANY." Each Founder, Investor ” The Investors and Former Preferred Holder and Comerica consents Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Registrable Securities in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing the Shares held by the Founders, Investors, Former Preferred Holders and Comerica and or any ------------------ other securities issued in respect of such Shares securities upon any stock split, stock dividend, recapitalization, merger, consolidation merger or similar event, other reorganization shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends restricting the transferability thereof, in substantially the following form (in addition to any legend required under applicable state securities laws): (a) set forth below: 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, SOLD OR TRANSFERRED OR 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." (b) ". In addition, each certificate representing the Shares held by Holders who are parties to that certain Stock Transfer Restriction Agreement shall be stamped or otherwise imprinted with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AN AGREEMENT BETWEEN THE COMPANY HOLDER AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." . Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities its capital stock in order to implement the restrictions on transfer established in this Section 1Agreement and the Merger Agreement.

Restrictive Legend. Each certificate representing the Preferred Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares the Preferred Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially the following 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, TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor Purchaser and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing representing: (i) the Shares held by Securities including the Founders, Investors, Former Common Stock of the Company issued or issuable upon conversion of the Preferred Holders Stock and Comerica and the Common Stock issued or issuable upon exercise of the Warrants; (ii) any other securities issued in respect of such Shares the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 2(c) below) be stamped or otherwise imprinted with legends a legend substantially in substantially the following 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, TRANSFERRED OFFERED FOR SALE, PLEDGED OR PLEDGED 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 (WHICH SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE COUNSEL FOR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS HOLDER OF SAID ACT." (b) "THE SHARES REPRESENTED BY RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY." . Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing (i) the Shares held by Shares, (ii) the Founders, Investors, Former Preferred Holders Conversion Stock and Comerica and (iii) any other securities issued in respect of such the Shares 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 1.4 2.3 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE CORPORATION IS SATISFIED THAT THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR SIMILAR RULE 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." (b) ". COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." Each Founder, Investor CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The Purchasers and Former Preferred Holder and Comerica consents Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Section 12.

Restrictive Legend. Each certificate representing (i) the Shares held by Preferred Shares, (ii) the FoundersConversion Shares, Investors, Former Preferred Holders and Comerica and (iii) any other securities issued in respect of such Shares the securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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, TRANSFERRED OR 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." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor Purchaser and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. Each certificate representing Such Purchaser understands that the Shares held by certificates evidencing the FoundersShares, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially will bear the following 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 legends: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES, OR "BLUE SKY," LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. SUCH SHARES THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR PLEDGED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND OTHER APPLICABLE LAWS OR UNLESS THE COMPANY RECEIVES AN A WRITTEN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR SATISFACTORY TO THE COMPANY) STATING COMPANY THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE REGISTRATION SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTOTHER APPLICABLE LAWS." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERIn addition, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founderthe Purchasers acknowledge that each certificate for Shares shall bear any additional legend required by any other applicable domestic or foreign securities or blue sky laws. The Company will direct its transfer agent and registrar to maintain stop transfer instructions on record for the Shares until it has been notified by the Company, Investor upon the advice of counsel, that such instructions may be waived consistent with the Securities Act and Former Preferred Holder applicable domestic and Comerica consents foreign securities laws. Such stop transfer instructions will limit the method of sale of the Shares, consistent with Rule 144 or other available exemptions from registration under the Securities Act. Any transfers other than pursuant to a registration statement under the Securities Act will require an opinion of counsel reasonably satisfactory to the Company making a notation on and its records and giving instructions counsel prior to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1such transfers.

Restrictive Legend. Each certificate representing the for Preferred Shares held by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with legends in substantially contain the following 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 legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES, OR "BLUE SKY," LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. SUCH SHARES THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND RESALE AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR PLEDGED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE ABSENCE OF SUCH REGISTRATION SECURITIES ACT AND OTHER APPLICABLE LAWS OR UNLESS THE COMPANY RECEIVES AN A WRITTEN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR REASONABLY SATISFACTORY TO THE COMPANY) STATING COMPANY THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE REGISTRATION SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." OTHER APPLICABLE LAWS. The certificates shall also bear any additional legends that are required by, or are appropriate with respect to the rules and regulation of, any state, local, foreign or other securities authorities. The Company's transfer agent and registrar will maintain stop transfer instructions on record for the Preferred Shares until it has been notified by the Company, upon the advice of counsel, that such instructions may be waived. Such stop transfer instructions will limit the method of sale of the Preferred Shares, consistent with Securities and Exchange Commission (bthe "SEC") "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDERRule 144 or other available exemptions from registration under the Securities Act of 1933, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents as amended. Any transfers will require an opinion of counsel reasonably satisfactory to the Company making a notation on and its records and giving instructions counsel prior to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1such transfers.

Restrictive Legend. (a) Each certificate representing Common Stock owned by any Stockholder will include the Shares held following legend (in addition to such legends as may be appropriate under applicable securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 29, 1997, AS FROM TIME TO TIME AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM FRISBY TECHNOLOG▇▇▇, ▇NC." (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 Founders, Investors, Former Preferred Holders and Comerica and any other securities issued Securities Act or in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall accordance with Rule 144 under the Securities Act) will (unless otherwise permitted by the provisions of Section 1.4 below2.2(c)) be stamped or otherwise imprinted with legends in include a legend substantially the following form (in addition to any legend required under applicable state securities laws): (a) as follows: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SHARES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL EXEMPTION THEREFROM." (WHICH MAY BE COUNSEL FOR THE COMPANYc) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." Any Stockholder may, upon providing evidence (bwhich, if required by the Company, may include an opinion of counsel) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents reasonably satisfactory to the Company making that such Common Stock either are not "restricted securities" (as defined in Rule 144) or may be sold pursuant to Rule 144(k), exchange the certificate representing such Common Stock for a notation on its records and giving instructions new certificate that does not bear a legend relating to any transfer agent of restrictions under the Restricted Securities in order to implement the restrictions on transfer established in this Section 1securities laws.

Restrictive Legend. Each certificate representing (i) the Shares held by Shares, (ii) the Founders, Investors, Former Preferred Holders and Comerica and Conversion Stock or (iii) any other securities issued in respect of such the Shares 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 1.4 3.3 below) be stamped or otherwise imprinted with legends a legend in substantially the following 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 OR TRANSFERRED OR 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." (b) ". COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES REPRESENTED AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH TO THE SECRETARY OF THE COMPANY." Each Founder, Investor CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The Purchasers and Former Preferred Holder and Comerica consents Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities Shares or the Conversion Stock in order to implement the restrictions on transfer established in this Section 13.

Restrictive Legend. Each certificate representing The Holder understands that until such time as the Conversion Shares held have been registered under the Securities Act and applicable state securities laws as contemplated by the Founders, Investors, Former Preferred Holders and Comerica and any other securities issued in respect of such Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped Registration Rights Agreement or otherwise imprinted with legends may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Note and the Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities laws): (a) and a stop-transfer order may be placed against transfer of the certificates or on Holder’s or its designees balance account with DTC for such securities): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND OR ON HOLDER’S OR ITS DESIGNEE’S BALANCE ACCOUNT WITH DTC, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. SUCH SHARES THE SECURITIES MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, ASSIGNED OR PLEDGED OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL STATEMENT FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT, INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1 1⁄2)” SALE." (b) "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF ONE OR MORE AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY." Each Founder, Investor and Former Preferred Holder and Comerica consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.”