Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.

Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE MAY BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OR AGREEMENTS BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE SUCH TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.

Restrictive Legend. The Shares (unless registered under the Securities Act of 1933, as amended (the “Act”)) shall be stamped or imprinted with a legend in substantially the following form: (i) : THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING IN THE EFFECTIVE DATE ABSENCE OF A SUCH REGISTRATION STATEMENT FILED OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE SALE OF SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTCALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.

Restrictive Legend. The Shares Each certificate representing (i) the Common Stock issued pursuant to the Note and (ii) any other securities issued in respect of such Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless registered under otherwise permitted by the Actprovisions of Section 1.4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form: form (i) in addition to any legend required under applicable state securities laws): THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE COMPANY, REGISTRATION UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR THE REGISTRATION RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIESSHARES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM MAY BE OBTAINED AT THE COMPANYPRINCIPAL OFFICE OF THE ISSUER. THESE SUCH TRANSFER RESTRICTIONS ARE BINDING UPON ALL ON TRANSFEREES OF THE SECURITIESTHESE SHARES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTEach Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legend. The Shares Designated Preferred Stock issuable on exercise of this Warrant shall (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: (i) : "THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. SUCH SECURITIES SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS A THE CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE PURSUANT BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO RULE 144 OR IN THE OPINION SECRETARY OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER CORPORATION AT THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH PRINCIPAL EXECUTIVE OFFICES OF THE ACTCORPORATION. (ii) " "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED THE TERMS AND RESTATED VOTING AGREEMENT AND CONDITIONS OF THE CORPORATION'S AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIESAGREEMENT, DATED JUNE 26, 1998. A COPY OF WHICH IS AVAILABLE SUCH AGREEMENT MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST FROM TO THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES CORPORATION AT ITS PRINCIPAL PLACE OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTBUSINESS."

Restrictive Legend. The Each certificate for the Shares and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless registered under otherwise permitted by the Actprovisions of Section 5(c)) shall be stamped or otherwise imprinted with a legend in substantially the following form: (i) legend: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH AMENDED, OR ANY APPLICABLE STATE SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANYLAW. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE EIGHTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF JULY 27, 2012, AMONG ONCONOVA THERAPEUTICS, INC. AND CERTAIN OTHER SIGNATORIES THERETO (AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME) AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, ONCONOVA THERAPEUTICS, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF A REGISTRATION STATEMENT FILED THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY HOLDER OF RECORD OF THIS CERTIFICATE TO THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSECRETARY OF ONCONOVA THERAPEUTICS, INC.” In addition, the certificate may be stamped with such legends as the Corporation’s counsel may deem advisable in light of applicable state securities laws.

Restrictive Legend. The Shares (unless registered under the Securities Act of 1933, as amended (the "Act")) shall be stamped or imprinted with a legend in substantially the following form: (i) : THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING IN THE EFFECTIVE DATE ABSENCE OF A SUCH REGISTRATION STATEMENT FILED OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE SALE OF SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTCALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.

Restrictive Legend. The Shares Each certificate representing the Securities or any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless registered under otherwise permitted by the Actprovisions of the Purchase Agreement) shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: form (i) in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH THE SECURITIES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY, COMPANY THAT SUCH REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER OTHER RESTRICTIONS, AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE EFFECTIVE DATE TERMS OF A REGISTRATION STATEMENT FILED BY STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY (COPIES OF WHICH MAY BE OBTAINED FROM THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTCOMPANY).

Restrictive Legend. The Shares Each certificate representing the Preferred Stock, the Conversion Stock or any other securities issued in respect of such stock upon any stock split, stock dividend, recapitalization, merger or similar event, shall (unless registered under otherwise permitted by the Actprovisions of Section 4 below) shall be stamped or otherwise imprinted with a legend legends in substantially the following form: form (i) in addition to any legends required by agreement or by applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) . THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIESSHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH LOCK-UP PERIOD IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL ON TRANSFEREES OF THE SECURITIESTHESE SHARES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTEach Holder consents to the Company making a notation on its records and giving stop transfer instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement.

Restrictive Legend. The Pursuant to Section 7.1 hereof, each certificate representing the Laser Shares (unless registered under the Act) received by Parent Holdings shall be stamped or otherwise imprinted with a legend in substantially the following form: (i) legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 27, 1998 AMONG SUNBEAM CORPORATION, LASER ACQUISITION CORP., CLN HOLDINGS INC., AND COLEMAN (PARENT) HOLDINGS INC. AND MAY NOT BE OFFERED, SOLD, ▇▇▇▇▇▇ERRED, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF OR TRANSFERRED (OTHER THAN, IN ANY SUCH CASE, IN CONNECTION WITH A PLEDGE TO SECURE BONA FIDE INDEBTEDNESS OR OTHER OBLIGATIONS) ("TRANSFERRED") EXCEPT AS PERMITTED BY THE TERMS THEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER , OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER LAWS OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIESANY STATE. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD TRANSFERRED, AND THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, EXCEPT (A) PURSUANT TO EXCEED 180 DAYS FOLLOWING THE AN EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED UNDER THE ACT, (B) PURSUANT TO RULE 144 UNDER THE ACT, OR (C) UPON RECEIPT BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE UNDERWRITERS IN ACCORDANCE WITH COMPANY, THAT SUCH AGREEMENTTRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. Upon request of Parent Holdings, Laser shall cause to be issued certificates representing such Laser Shares as to which the restrictions set forth herein are no longer applicable without such legend .

Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.

Restrictive Legend. The Shares Each certificate representing the Securities or any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless registered under otherwise permitted by the Actprovisions of the Subscription Agreement) shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: form (i) in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH THE SECURITIES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY, COMPANY THAT SUCH REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER OTHER RESTRICTIONS, AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE EFFECTIVE DATE TERMS OF A REGISTRATION STATEMENT FILED BY SUBSCRIPTION AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY (COPIES OF WHICH MAY BE OBTAINED FROM THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTCOMPANY).

Restrictive Legend. The Each certificate representing Shares (unless registered under the Act) shall be stamped or imprinted with a legend in bear substantially the following form: legends (i) in addition to any legends required under applicable securities laws): THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH 1933 OR ANY STATE SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIESLAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO EXCEED 180 DAYS FOLLOWING CERTAIN RESTRICTIONS SPECIFIED IN THE COMMON STOCK PURCHASE AGREEMENT DATED MARCH [27], 1997 BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE DATE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF A REGISTRATION STATEMENT FILED THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENT, INCLUDING SECTIONS 7.1 AND 8.3 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY REGISTERED HOLDER OF THIS CERTIFICATE TO THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSECRETARY OF THE COMPANY. Upon the request of Purchaser, the Company shall remove the foregoing legend from the certificates evidencing the Shares and issue to Purchaser new certificates free of any transfer legend if with such request, and at the request of the Company, the Company shall have received an opinion of counsel satisfactory to the Company, to the effect that any transfers by Purchaser of such Shares may be made to the public without compliance with either Section 5 of the Securities Act or Rule 144 thereunder and applicable state securities laws.

Restrictive Legend. The Each certificate representing the Warrant Shares (unless registered under or any other securities issued in respect of the Act) Warrant Shares shall be stamped or otherwise imprinted with a legend legends in substantially the following form: form (i) in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES THESE SHARES MAY NOT BE TRANSFERRED SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS A COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, THE SALE IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 UNDER THE ACT, IF AVAILABLE, OR IN AN OPINION IS OBTAINED FROM COUNSEL TO THE OPINION OF HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANYTO KNOWLEDGE KIDS ENTERPRISES, INC., THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) AND ALL APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER A STOCKHOLDERS AGREEMENT, DATED AS OF THESE SECURITIESSEPTEMBER 24, 1997, AS AMENDED. A COPY OF WHICH IS AVAILABLE UPON REQUEST SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING COMPANY UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTREQUEST.

Restrictive Legend. The Except as otherwise provided in this Section 1.6, each Warrant and each certificate for Warrants or Warrant Shares (unless registered under the Act) and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: (i) : THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH NO TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN EFFECTIVE REGISTRATION STATEMENT UNDER THE ISSUER AND ACT OR (B) THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY THE SECURITIES PROPOSED TO BE TRANSFERRED SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF WHICH COUNSEL (WHO MAY BE AN EMPLOYEE OF SUCH HOLDER) REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT SUCH PROPOSED TRANSFER IS AVAILABLE UPON REQUEST EXEMPT FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES REGISTRATION REQUIREMENTS OF THE SECURITIES. ACT OR (C) SUCH TRANSFER IS PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT ACT AND SUCH HOLDER(S) SHALL HAVE DELIVERED TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY A CERTIFICATE SETTING FORTH THE BASIS FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY APPLYING SUCH RULE TO THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTPROPOSED TRANSFER.

Restrictive Legend. The Each certificate evidencing the Purchaser Shares (unless registered shall bear the following restrictive legend, either as an endorsement or on the face thereof, until, in the reasonable judgment of the Company, the Transfer of the Purchaser Shares shall not be subject to restrictions under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: (i) : “THE SALE, TRANSFER, OFFER FOR SALE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF THE REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT, DATED AS OF [ ], 201[ ], AS IT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, TRANSFER, OFFER FOR SALE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR UNDER THE “ACT”). SUCH SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OTHERWISE DISPOSED OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS OTHER THAN IN ACCORDANCE WITH SUCH AGREEMENTTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND OTHER APPLICABLE LAW, OR AN EXEMPTION THEREFROM.

Restrictive Legend. The Shares (unless registered under the Act) Except as otherwise provided in this Article II, each certificate representing shares of Common Stock shall be stamped or otherwise imprinted with a legend in substantially the following form: (i) : “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH , OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE TRANSFERRED, UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER AT THE TIME OF SALE OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE HOLDER SUBMITS AN OPINION OF COUNSEL FOR REASONABLY SATISFACTORY TO THE COMPANY, COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS UNNECESSARY IN ORDER FOR AVAILABLE. SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN THE RESTRICTIONS ON TRANSFER AND PRIVILEGES SPECIFIED IN THE COMMON STOCK PURCHASE AGREEMENT, DATED AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OF JUNE ___, 2009, BETWEEN THE ISSUER WORLD ENERGY SOLUTIONS, INC. AND THE ORIGINAL HOLDER OF THESE SECURITIESPURCHASER, A COPY OF WHICH IS AVAILABLE ON FILE WITH THE SECRETARY OF WORLD ENERGY SOLUTIONS, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIESWRITTEN REQUEST. THE SECURITIES REPRESENTED BY HOLDER OF THIS CERTIFICATE MAY NOT AGREES TO BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BOUND BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH TERMS AND CONDITIONS OF SUCH COMMON STOCK PURCHASE AGREEMENT.”

Restrictive Legend. The Shares Each certificate representing the Acquisition Common Stock, or any other securities issued in respect of such stock upon any stock split, stock dividend, recapitalization, merger, or similar event, shall (unless registered under otherwise permitted by the Actprovisions of Section 4 below) shall be stamped or otherwise imprinted with a legend legends in substantially the following form: form (i) in addition to any legends required by agreement or by applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) . THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIESSHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH LOCKUP PERIOD IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL ON TRANSFEREES OF THE SECURITIESTHESE SHARES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTEach Holder consents to the Company making a notation on its records and giving stop transfer instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement.

Restrictive Legend. The Shares (unless registered under of commons stock issued on exercise of the Act) Vested Options shall be stamped or imprinted with a legend in substantially bear the following form: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) restrictive legends: "[I] THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHTS OF PURCHASE IN FAVOR OF CONTINENTAL WASTE INDUSTRIES, INC. AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT MADE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIESTHE SECURITIES AND CONTINENTAL WASTE INDUSTRIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANYINC. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES COPIES OF THE SECURITIESAGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF CONTINENTAL WASTE INDUSTRIES, INC. ANY ATTEMPT TO TRANSFER ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTIONS AND RIGHTS OF PURCHASE SHALL BE VOID. [II] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE WITHOUT AN EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY FOR SUCH SHARES UNDER THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY SECURITIES ACT OF 1933, OR PURSUANT TO RULE 144 UNDER THE UNDERWRITERS IN ACCORDANCE WITH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH AGREEMENTACT".

Restrictive Legend. The Shares (unless registered under All certificates or book entries representing shares of Class B Common Stock, as the Act) case may be, shall be stamped or imprinted with bear a legend substantially in substantially the following form: form (i) or in such other form as the Board may determine): THE SECURITIES REPRESENTED HEREBY BY THIS BOOK ENTRY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “ACT”). SUCH THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT. THESE CERTIFICATES ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME, AND THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS INTERMEDIATE HOLDINGS LLC, DATED AS OF [●], 2019, AMONG THE MEMBERS LISTED THEREIN, AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE REQUEST THEREFOR). AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH UNTIL SUCH AGREEMENTCONDITIONS HAVE BEEN FULFILLED.

Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with Each certificate representing shares of Common Stock and held by a Shareholder will bear a legend in substantially similar to the following form: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR TRANSFERRED FOR A PERIOD NOT (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO EXCEED 180 DAYS FOLLOWING CLAUSE (ii) OF THE EFFECTIVE DATE 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 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 A REGISTRATION STATEMENT FILED BY SHAREHOLDERS AGREEMENT DATED AS OF JUNE 6, 2002, AS AMENDED AND RESTATED AS OF JULY 19, 2002. THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSECURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY."

Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted Unless a registration statement is in effect with a legend in substantially the following form: respect thereto, each certificate representing (i) THE SECURITIES REPRESENTED HEREBY HAVE the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend or recapitalization (collectively, the “Restricted Securities”), shall be endorsed as follows: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). , AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER. THIS SECURITY IS IN EFFECT SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED MARCH __, 2007, AS AMENDED, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO SUCH TRANSFER OR SUCH TRANSFER THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THIS SECURITY MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS ON THE VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN OF SUCH SECURITIES (INCLUDING THE ISSUER AND THE ORIGINAL HOLDER GRANT OF THESE SECURITIES, AN IRREVOCABLE PROXY RELATIVE TO VOTING MATTERS). A COPY OF WHICH IS AVAILABLE SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS SECURITY WITHOUT CHARGE UPON WRITTEN REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR AT ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTPRINCIPAL PLACE OF BUSINESS.

Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted Unless a registration statement is in effect with a legend in substantially the following form: respect thereto, each certificate representing (i) THE SECURITIES REPRESENTED HEREBY HAVE the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend or recapitalization (collectively, the “Restricted Securities”), shall be endorsed as follows: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). , AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER. THIS SECURITY IS IN EFFECT SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE AGREEMENT DATED MAY 24, 2007, AS AMENDED, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO SUCH TRANSFER OR SUCH TRANSFER THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THIS SECURITY MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS ON THE VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN OF SUCH SECURITIES (INCLUDING THE ISSUER AND THE ORIGINAL HOLDER GRANT OF THESE SECURITIES, AN IRREVOCABLE PROXY RELATIVE TO VOTING MATTERS). A COPY OF WHICH IS AVAILABLE SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS SECURITY WITHOUT CHARGE UPON WRITTEN REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR AT ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTPRINCIPAL PLACE OF BUSINESS.

Restrictive Legend. The Investor consents to the placement of certain legends on the certificate(s) for the Shares (unless registered under the Act) shall be stamped or imprinted with a legend as required by applicable laws, including legends in forms substantially the following form: (i) as follows: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND NONE OF SUCH SECURITIES, NOR ANY INTEREST THEREIN, MAY BE SOLD, TRANSFERRED, ASSIGNED, MADE THE “ACT”). SUBJECT OF ANY SECURITY INTEREST, OR OTHERWISE DISPOSED OF, UNLESS THE COMPANY SHALL FIRST HAVE RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS OR INTEREST THEREIN, AND THE PROPOSED DISPOSITION THEREOF, ARE THE SUBJECT OF A CURRENTLY EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT IS IN EFFECT AS TO SUCH TRANSFER AND APPLICABLE STATE SECURITIES LAW, OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, THAT REGISTRATION UNDER SUCH ACT AND LAW IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION. THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED SUBSCRIPTION AGREEMENT, BY AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIESTHIS CERTIFICATE, A COPY OF WHICH AGREEMENT IS AVAILABLE UPON REQUEST FROM FOR INSPECTION AT THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OFFICES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTUPON WRITTEN REQUEST THEREFOR.

Restrictive Legend. The Except as otherwise provided in this Section 1.6, each Warrant and each certificate for Warrants or Warrant Shares (unless registered under the Act) and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: (i) : THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH NO TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN EFFECTIVE REGISTRATION STATEMENT UNDER THE ISSUER AND ACT OR (B) THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY THE SECURITIES PROPOSED TO BE TRANSFERRED SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF WHICH COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT SUCH PROPOSED TRANSFER IS AVAILABLE UPON REQUEST EXEMPT FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES REGIS TRATION REQUIREMENTS OF THE SECURITIES. ACT AND THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT EXERCISE OF THE WARRANTS AND PURCHASE OF THE WARRANT SHARES WILL BE SOLD OR TRANSFERRED FOR A PERIOD NOT EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH HOLDER(S) SHALL HAVE DELIVERED TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY A CERTIFICATE SETTING FORTH THE BASIS FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY APPLYING SUCH RULE TO THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTPROPOSED TRANSFER.

Restrictive Legend. The Each certificate for the PhotoMedex Shares (unless registered under the Act) ------------------ or PhotoMedex Warrant Shares, and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, shall be stamped or otherwise imprinted with a legend in substantially the following form: (i) : THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER 1933 OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER LAWS OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANYANY STATE. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT IN THE ABSENCE OF SUCH REGISTRATION UNLESS PHOTOMEDEX, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO EXCEED 180 DAYS FOLLOWING THE COMPANY AND ITS COUNSEL STATING THAT SUCH SALE OR TRANSFER MAY BE EFFECTED PURSUANT TO AN EXEMPTION UNDER SUCH ACT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND PURSUANT TO APPLICABLE STATE SECURITIES LAWS. ADDITIONALLY, THE TRANSFER OF THESE SHARES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 3 OF THE INVESTMENT AGREEMENT DATED AS OF MARCH 30, 2006 BETWEEN THE COMPANY AND AZURTEC, INC. AND NO TRANSFER OF THESE SHARES SHALL BE VALID OR EFFECTIVE DATE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF A REGISTRATION STATEMENT FILED SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY HOLDER OF RECORD OF THIS CERTIFICATE TO THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSECRETARY OF THE COMPANY.

Restrictive Legend. The Purchaser ▇▇▇▇▇ ▇▇’▇ certificate representing Subscription Shares (unless registered under the Act) shall be stamped or imprinted endorsed with a legend in substantially the following form: (i) THE SECURITIES REPRESENTED HEREBY HAVE legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)) OR UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES THIS SECURITY MAY NOT BE TRANSFERRED UNLESS A TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHIN THE UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR TO ANY “U.S. PERSON,” AS SUCH TERM IS DEFINED IN EFFECT AS REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING ACQUISITION OF THE SECURITY BY THE HOLDER THEREOF. ANY ATTEMPT TO SUCH TRANSFER TRANSFER, SELL, PLEDGE OR SUCH TRANSFER MAY HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE MADE PURSUANT TO RULE 144 VOID. Purchaser [ ]’s certificate representing Subscription Shares shall be endorsed with the following legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN THE OPINION OF COUNSEL FOR THE COMPANY, RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH OF 1933, AS AMENDED (THE "SECURITIES ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES"), A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR TRANSFERRED FOR A PERIOD NOT EXCEPT PURSUANT TO EXCEED 180 DAYS FOLLOWING THE AN EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY UNDER THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE UNDERWRITERS REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH SUCH AGREEMENTAPPLICABLE STATE SECURITIES LAWS.

Restrictive Legend. The Each certificate representing the Shares, the Dividend Shares (unless registered under and the Act) Conversion Shares shall be stamped or imprinted with a legend bear legends substantially in substantially the following form: (i) : THE SECURITIES SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH AMENDED, OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT PERTAINING THERETO UNDER THE SAID ACT IS IN EFFECT AS TO SUCH TRANSFER AND COMPLIANCE WITH APPLICABLE STATE LAWS, OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE AN OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY, COMPANY THAT SUCH REGISTRATION UNDER AND COMPLIANCE ARE NOT REQUIRED. THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS, INCLUDING RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN TRANSFERABILITY. THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE COMPANY WILL FURNISH ANY STOCKHOLDER UPON REQUEST FROM AND WITHOUT CHARGE A STATEMENT OF THE COMPANYRESTRICTIONS ON TRANSFERABILITY WHICH ARE CONTAINED IN A STOCK PURCHASE AGREEMENT BY AND AMONG THE COMPANY AND PURCHASERS SIGNATORY THERETO DATED AS OF OCTOBER 4, 1995. THESE TRANSFER RESTRICTIONS THE TERMS CONTAINED IN THAT STOCK PURCHASE AGREEMENT ARE BINDING UPON ALL TRANSFEREES AND PURCHASERS OF THE SECURITIES. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTCERTAIN CIRCUMSTANCES.

Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted imprint ed with a legend in substantially the following form: (ia) THE SECURITIES REPRESENTED SECURTI IESREPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ACTOF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A TRANSFERERD UNLESSA REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 RULE144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER REGISTRATIONUNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (iib) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL THEORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE RESTRICTIONSARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES.THE SECURITIES REPRESENTED BY REPRESENTEDBY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE EFFECTIVEDATE OF A REGISTRATION STATEMENT REGISTRATIONSTATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING PUBLICOFFERING IF REQUESTED BY THE UNDERWRITERS THEUNDERWRITERS IN ACCORDANCE WITH SUCH WITHSUCH AGREEMENT.

Restrictive Legend. The Subscriber agrees that the Company may place a restrictive legend on the documents representing the securities comprising the Shares (unless registered under the Act) shall be stamped or imprinted with a legend in containing substantially the following form: (i) language: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. SUCH SECURITIES SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO WITH RESPECT THERETO UNDER SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR IN UNLESS THE SALE IS OTHERWISE EXEMPT FROM REGISTRATION. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION UNDER IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS CERTIFICATE MUST BE SURRENDERED TO THE ACT IS UNNECESSARY CORPORATION OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ORDER FOR SUCH TRANSFER TO COMPLY WITH ANY OF THE ACT. (ii) SHARES REPRESENTED BY THIS CERTIFICATE. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH CONTAINED IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIESSHAREHOLDER, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM ON FILE WITH THE SECRETARY OF THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.

Restrictive Legend. The Shares THE SHARES (unless registered under the ActUNLESS REGISTERED UNDER THE ACT) shall be stamped or imprinted with a legend in substantially the following formSHALL BE STAMPED OR IMPRINTED WITH A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM: (ia) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH * * * Indicates confidential treatment has been sought for this information SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (iib) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.. * * * Indicates confidential treatment has been sought for this information

Restrictive Legend. The Purchaser H▇▇▇▇ ▇▇’▇ certificate representing Subscription Shares (unless registered under the Act) shall be stamped or imprinted endorsed with a legend in substantially the following form: (i) THE SECURITIES REPRESENTED HEREBY HAVE legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)) OR UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES THIS SECURITY MAY NOT BE TRANSFERRED UNLESS A TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHIN THE UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR TO ANY “U.S. PERSON,” AS SUCH TERM IS DEFINED IN EFFECT AS REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING ACQUISITION OF THE SECURITY BY THE HOLDER THEREOF. ANY ATTEMPT TO SUCH TRANSFER TRANSFER, SELL, PLEDGE OR SUCH TRANSFER MAY HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE MADE PURSUANT TO RULE 144 VOID. Purchaser [ ]’s certificate representing Subscription Shares shall be endorsed with the following legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN THE OPINION OF COUNSEL FOR THE COMPANY, RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH OF 1933, AS AMENDED (THE "SECURITIES ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES"), A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR TRANSFERRED FOR A PERIOD NOT EXCEPT PURSUANT TO EXCEED 180 DAYS FOLLOWING THE AN EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY UNDER THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE UNDERWRITERS REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH SUCH AGREEMENTAPPLICABLE STATE SECURITIES LAWS.

Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with Each certificate representing shares of Common Stock and held by a Shareholder will bear a legend in substantially similar to the following form: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement): “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR TRANSFERRED FOR A PERIOD NOT (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO EXCEED 180 DAYS FOLLOWING CLAUSE (ii) OF THE EFFECTIVE DATE 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 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 A REGISTRATION STATEMENT FILED BY SHAREHOLDERS AGREEMENT DATED AS OF JUNE 6, 2002, AS AMENDED AND RESTATED AS OF JULY 19, 2002. THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSECURITIES OF THE COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY.”

Restrictive Legend. The Shares (unless registered under Subscriber agrees that the Act) shall be stamped or imprinted with Company may place a restrictive legend in on the documents representing the securities comprising and/or underlying the Offering containing substantially the following form: (i) language: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO WITH RESPECT THERETO UNDER SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR IN UNLESS THE SALE IS OTHERWISE EXEMPT FROM REGISTRATION. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION UNDER IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS CERTIFICATE MUST BE SURRENDERED TO THE ACT IS UNNECESSARY CORPORATION OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ORDER FOR SUCH TRANSFER TO COMPLY WITH ANY OF THE ACT. (ii) SECURITIES REPRESENTED BY THIS CERTIFICATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH CONTAINED IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIESSHAREHOLDER, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM ON FILE WITH THE SECRETARY OF THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.

Restrictive Legend. The Shares (unless registered under Each certificate evidencing shares of Common Stock shall contain in substance the Act) shall be stamped or imprinted with a following restrictive legend in substantially the following form: (i) THE SECURITIES REPRESENTED HEREBY HAVE addition to any other legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH , OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS A (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 APPLICABLE STATE SECURITIES LAWS, OR (B) IN THE OPINION OF COUNSEL FOR REASONABLY ACCEPTABLE TO ATLANTIC EXPRESS TRANSPORTATION GROUP INC. (THE “COMPANY”), REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS UNNECESSARY NOT REQUIRED IN ORDER FOR CONNECTION WITH SUCH TRANSFER. THIS SECURITY IS ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER , 2003, AS AMENDED FROM TIME TO TIME TO WHICH THE COMPANY IS A PARTY AND WHICH IS BINDING ON ALL SHAREHOLDERS, WHICH CONTAINS RESTRICTIONS ON TRANSFER TO COMPLY WITH HEREOF AND A PROVISION THAT MAY REQUIRE THE ACT. (ii) HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SELL SUCH SECURITIES UNDER CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIESCIRCUMSTANCES, A COPY COPIES OF WHICH IS AVAILABLE UPON REQUEST FROM ARE ON FILE AT THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OFFICES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE COMPANY AND MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTOBTAINED UPON REQUEST.

Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: (ia) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (iib) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE MAY BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OR AGREEMENTS BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE SUCH TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.

Restrictive Legend. The Shares (unless registered under Subscriber agrees that the Act) shall be stamped or imprinted with Company may place a restrictive legend in on the documents representing the securities comprising and/or underlying the Debentures containing substantially the following form: (i) language: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO WITH RESPECT THERETO UNDER SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR IN UNLESS THE SALE IS OTHERWISE EXEMPT FROM REGISTRATION. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION UNDER IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS CERTIFICATE MUST BE SURRENDERED TO THE ACT IS UNNECESSARY CORPORATION OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ORDER FOR SUCH TRANSFER TO COMPLY WITH ANY OF THE ACT. (ii) SECURITIES REPRESENTED BY THIS CERTIFICATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH CONTAINED IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIESSHAREHOLDER, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM ON FILE WITH THE SECRETARY OF THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.

Restrictive Legend. The Shares and underlying securities (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: (i) : THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE PURSUANT BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO RULE 144 OR IN THE OPINION SECRETARY OF COUNSEL FOR THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, REGISTRATION UNDER . THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS (SUBJECT TO EXTENSION IN CERTAIN CIRCUMSTANCES) IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN WITH THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIESCOMPANY, A COPY COPIES OF WHICH IS AVAILABLE UPON REQUEST FROM MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.

Restrictive Legend. The Any certificates representing the Company’s Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially have the following form: (i) legend written, stamped, or printed on the face or reverse thereof reading substantially as follows: THIS SHARE CERTIFICATE IS ISSUED ONLY TO AN INSURED OF THE SECURITIES REPRESENTED HEREBY COMPANY. THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR THE HOLDER’S OWN ACCOUNT, AND NOT BEEN REGISTERED UNDER WITH A VIEW TO THE SECURITIES ACT OF 1933, AS AMENDED (SALE OR TRANSFER THEREOF. THE “ACT”). SUCH SECURITIES SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS SOLD, ASSIGNED, TRANSFERRED, GIFTED, HYPOTHECATED, PLEDGED OR ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY ACCORDANCE WITH THE ACT. (ii) TERMS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED SUBSCRIPTION AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS SHAREHOLDERS AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL REGISTERED HOLDER OF THESE SECURITIESHEREOF, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM ON FILE AT THE OFFICES OF THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES PURSUANT TO THE LIABILITY RISK RETENTION ACT OF 1986, THE SECURITIES. THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD ARE EXEMPTED FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND STATE SECURITIES LAWS. ACCORDINGLY, NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS REVIEWED THE MERITS OF OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING APPROVED THE EFFECTIVE DATE ISSUANCE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTTHESE SHARES. /// 4 Purchaser’s Initials Date Shares of the Company may be issued without the issuance of a share certificate, as permitted by applicable law.

Restrictive Legend. The Each certificate representing the Shares, ------------------ the Dividend Shares (unless registered under and the Act) Conversion Shares shall be stamped or imprinted with a legend bear legends substantially in substantially the following form: (i) : THE SECURITIES SHARES OF STOCK REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH AMENDED, OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT PERTAINING THERETO UNDER THE SAID ACT IS IN EFFECT AS TO SUCH TRANSFER AND COMPLIANCE WITH APPLICABLE STATE LAWS, OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE AN OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY, COMPANY THAT SUCH REGISTRATION UNDER AND COMPLIANCE ARE NOT REQUIRED. THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS, INCLUDING RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN TRANSFERABILITY. THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE COMPANY WILL FURNISH ANY STOCKHOLDER UPON REQUEST FROM AND WITHOUT CHARGE A STATEMENT OF THE COMPANYRESTRICTIONS ON TRANSFERABILITY WHICH ARE CONTAINED IN A STOCK PURCHASE AGREEMENT BY AND AMONG THE COMPANY AND PURCHASERS SIGNATORY THERETO. THESE TRANSFER RESTRICTIONS THE TERMS CONTAINED IN THAT STOCK PURCHASE AGREEMENT ARE BINDING UPON ALL TRANSFEREES AND PURCHASERS OF THE SECURITIES. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTCERTAIN CIRCUMSTANCES.

Restrictive Legend. The Subscriber agrees that the Company may place a restrictive legend on the documents representing the Debentures and on the Shares (unless registered under the Act) shall be stamped or imprinted with a legend in containing substantially the following form: (i) language: THE SECURITIES DEBENTURES [SHARES] REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. SUCH SECURITIES DEBENTURES [SHARES] MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO WITH RESPECT THERETO UNDER SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR IN UNLESS THE SALE IS OTHERWISE EXEMPT FROM REGISTRATION. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY, REGISTRATION UNDER TO THE ACT EFFECT THAT REIGSTRATION IS UNNECESSARY NOT REQUIRED IN ORDER FOR CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS CERTIFICATE MUST BE SURRENDERED COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO COMPLY WITH THE ACT. (ii) SALE, PLEDGE HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SECURITIES DEBENTURES [SHARES] REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTCERTIFICATE.

Restrictive Legend. The Each certificate representing Shares (unless registered under the Act) shall be stamped or imprinted with a legend in bear substantially the following form: legends (i) in addition to any legends required under applicable securities laws): THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH 1933 OR ANY STATE SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIESLAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO EXCEED 180 DAYS FOLLOWING CERTAIN RESTRICTIONS SPECIFIED IN THE COMMON STOCK PURCHASE AGREEMENT DATED OCTOBER 7, 1997 BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE DATE ABSENT 11. COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF A REGISTRATION STATEMENT FILED THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENT, INCLUDING SECTIONS 7.1 AND 8.3 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY REGISTERED HOLDER OF THIS CERTIFICATE TO THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSECRETARY OF THE COMPANY. Upon the request of Purchaser, the Company shall remove the foregoing legend from the certificates evidencing the Shares and issue to Purchaser new certificates free of any transfer legend if with such request, and at the request of the Company, the Company shall have received an opinion of counsel satisfactory to the Company, to the effect that any transfers by Purchaser of such Shares may be made to the public without compliance with either Section 5 of the Securities Act or Rule 144 thereunder and applicable state securities laws.

Restrictive Legend. The (a) All certificates representing the Common Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially bear the following form: (i) legend, in addition to any other legends that are necessary to comply with applicable Law: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). SUCH , OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE TRANSFERRED UNLESS OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE (2) PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT IS UNNECESSARY RELATING TO THE DISPOSITION OF SUCH SECURITIES, ACCOMPANIED BY A WRITTEN OPINION DELIVERED TO AND SATISFACTORY TO STANDARD MOTOR PRODUCTS, INC. (THE "COMPANY") IN ORDER FOR FORM AND SUBSTANCE FROM COUNSEL SATISFACTORY TO THE COMPANY BY REASON OF EXPERIENCE TO THE EFFECT THAT THE HOLDER MAY TRANSFER SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) SECURITIES AS DESIRED WITHOUT REGISTRATION UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH ACT AND (3) IN AN AMENDED ACCORDANCE WITH APPLICABLE STATE SECURITIES AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIESBLUE SKY LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT HEREBY ARE SUBJECT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE PROVISIONS OF A REGISTRATION STATEMENT FILED SHARE OWNERSHIP AGREEMENT DATED AS OF JUNE 30, 2003 BY AND BETWEEN ▇▇▇▇ CORPORATION AND THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY COMPANY, WHICH CONTAINS CERTAIN RESTRICTIONS ON TRANSFERABILITY OF THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSECURITIES REPRESENTED HEREBY.

Restrictive Legend. The Except as otherwise provided in this Section 11, each certificate representing Warrant Shares (unless registered under or Conversion Shares delivered to the Act) Holder, and each certificate representing Common Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: (i) : "THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS (THE “ACT”). A) SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, (B) SUCH TRANSFER IS TO AN AFFILIATE OF THE HOLDER, (C) THE HOLDER OF THE SECURITIES PROPOSED TO BE TRANSFERRED SHALL HAVE DELIVERED TO ENTEX HOLDINGS, INC. EITHER A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL EXPERIENCED IN SECURITIES MATTERS TO THE EFFECT THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS , WHICH OPINION IS IN EFFECT AS FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ENTEX HOLDINGS, INC. OR (D) SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE IS PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER AND SUCH HOLDER(S) SHALL HAVE DELIVERED TO ENTEX HOLDINGS, INC. A CERTIFICATE SETTING FORTH THE BASIS FOR APPLYING SUCH TRANSFER RULE TO COMPLY WITH THE ACTPROPOSED TRANSFER. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT."

Restrictive Legend. The In order to reflect the restrictions on disposition of the Warrant Shares, the stock certificates for the Warrant Shares (unless registered under the Act) shall will be stamped or imprinted endorsed with a legend in substantially the following form: (i) restrictive legends to the following effect: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “ACT”). SUCH SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED UNLESS A SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN LAWS. THE OPINION SHARES OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER A SHAREHOLDERS AGREEMENT DATED AS SET FORTH OF MAY 18, 1998, AND AS MAY BE AMENDED FROM TIME TO TIME, AND SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN AN AMENDED ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. SUCH AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN A COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, THIS CERTIFICATE UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A COPY OF WHICH IS AVAILABLE UPON WRITTEN REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSHAREHOLDER.

Restrictive Legend. The Holder acknowledges and agrees that the certificates for the Series F Preferred Shares (unless registered under the Act) shall be stamped or imprinted with may bear a restrictive legend in substantially the following form: form (i) and a stop-transfer order may be placed against transfer of the certificates for the Series F Preferred Shares): THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”). SUCH SECURITIES ") AND MAY NOT BE TRANSFERRED UNLESS A OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. THE OPINION HOLDER OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO IS THE BENEFICIARY OF CERTAIN RESTRICTIONS ON TRANSFER AS OBLIGATIONS OF THE COMPANY SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS A PRIVATE SECURITIES SUBSCRIPTION AGREEMENT BETWEEN THE ISSUER COMPANY AND P.R.I.F., L.P., DATED DECEMBER 31, 1996, AS AMENDED BY THE ORIGINAL HOLDER EXCHANGE AGREEMENT BETWEEN THE COMPANY AND P.R.I.F., L.P., DATED AS OF THESE SECURITIESJULY 23, 1997. A COPY OF WHICH IS AVAILABLE UPON REQUEST THE AFORESAID SUBSCRIPTION AGREEMENT AND EXCHANGE AGREEMENT MAY BE OBTAINED FROM THE COMPANY'S EXECUTIVE OFFICES. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIESUpon conversion of the Series F Preferred Shares into Common Shares, the Company shall issue a Common Stock certificate or certificates without any restrictive legend to the holder of such shares. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSuch Common Shares shall not be subject to any stop transfer instructions and shall be freely transferable on the books and records of the Company.

Restrictive Legend. The Shares (unless registered under the Act) Except as otherwise provided in this Article II, each certificate representing shares of Common Stock shall be stamped or otherwise imprinted with a legend in substantially the following form: (i) : “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH , OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE TRANSFERRED, UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER AT THE TIME OF SALE OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE HOLDER SUBMITS AN OPINION OF COUNSEL FOR REASONABLY SATISFACTORY TO THE COMPANY, COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS UNNECESSARY IN ORDER FOR AVAILABLE. SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN THE RESTRICTIONS ON TRANSFER AND PRIVILEGES SPECIFIED IN THE COMMON STOCK PURCHASE AGREEMENT, DATED AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OF _____________, 2014, BETWEEN THE ISSUER PAID, INC. AND THE ORIGINAL HOLDER OF THESE SECURITIESPURCHASER, A COPY OF WHICH IS AVAILABLE ON FILE WITH THE SECRETARY OF PAID, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIESWRITTEN REQUEST. THE SECURITIES REPRESENTED BY HOLDER OF THIS CERTIFICATE MAY NOT AGREES TO BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BOUND BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH TERMS AND CONDITIONS OF SUCH COMMON STOCK PURCHASE AGREEMENT.”

Restrictive Legend. The Shares (unless registered under Each certificate for the Act) AzurTec Shares, ------------------ whether preferred or common, and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, shall be stamped or otherwise imprinted with a legend in substantially the following form: (i) : THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER 1933 OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER LAWS OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANYANY STATE. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT IN THE ABSENCE OF SUCH REGISTRATION UNLESS AZURTEC, INC. (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO EXCEED 180 DAYS FOLLOWING THE COMPANY AND ITS COUNSEL STATING THAT SUCH SALE OR TRANSFER MAY BE EFFECTED PURSUANT TO AN EXEMPTION UNDER SUCH ACT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND PURSUANT TO APPLICABLE STATE SECURITIES LAWS. ADDITIONALLY, THE TRANSFER OF THESE SHARES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 4 OF THE INVESTMENT AGREEMENT DATED AS OF MARCH 30, 2006 BETWEEN THE COMPANY AND PHOTOMEDEX, INC. AND NO TRANSFER OF THESE SHARES SHALL BE VALID OR EFFECTIVE DATE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF A REGISTRATION STATEMENT FILED SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY HOLDER OF RECORD OF THIS CERTIFICATE TO THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTSECRETARY OF THE COMPANY.

Restrictive Legend. The Shares (unless registered under undersigned hereby acknowledges and consents to the Act) shall be stamped or imprinted with a legend in substantially placement of the following form: (i) restrictive legends on the stock certificates or other document(s), if any, evidencing the Shares: THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “ACT”)SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, THE SECURITIES MAY NOT BE TRANSFERRED UNLESS A SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DEIIVERY TO BNSA OF AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR BNSA THAT REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO BNSA OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE OFFICERS AND/OR DIRECTORS TO THE EFFECT THAT ANY SUCH TRANSFER MAY SHALL NOT BE MADE PURSUANT TO RULE 144 OR IN THE OPINION VIOLATION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. NOTICE IS HEREBY GIVEN THAT THE SALE, ASSIGNMENT, TRANSFER PLEDGE OR OTHER DISPOSITION OF THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS RESTRICTIVE AGREEMENT BETWEEN THE ISSUER CORPORATION AND THE ORIGINAL HOLDER OF THESE SECURITIESSTOCKHOLDERS, A COPY OF WHICH AGREEMENT IS AVAILABLE UPON REQUEST FROM ON FILE IN THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OFFICE OF THE SECURITIES. SECRETARY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENTCORPORATION.