Common use of Restrictive Legends Clause in Contracts

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”

Restrictive Legends. To The Grantee understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares Company shall be endorsed with cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Shares together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (THE “BLUE SKY” ACT”) OR ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING THAT ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, SALE OR TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER, A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”

Restrictive Legends. To Each certificate for Warrant Shares initially issued upon the extent applicableexercise of this Warrant, and each certificate evidencing any of the for Warrant Shares shall be endorsed with the legends set forth belowissued to any subsequent transferee of any such certificate, and Holder covenants thatunless, except to the extent in each case, such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares is eligible for resale without complying with the restrictions on transfer described in such legends: (a) The following legend registration pursuant to Rule 144 or an effective registration statement under the Securities Act, shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE ACT, AND IF AN EXEMPTION IS AVAILABLEAPPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (B) THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE COMPANY STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSREGISTRATION. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS" The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Shares are registered for resale under the Securities Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Commission).”

Restrictive Legends. To the extent applicable, each Each certificate evidencing the Shares which the Purchaser may acquire hereunder and any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the Warrant Shares counsel for the Corporation) shall be endorsed imprinted with one or more legends substantially in the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE CORPORATION, AND IF AN EXEMPTION IS AVAILABLETHE CORPORATION SO REQUESTS, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE HOLDER’S SOLE COST AND EXPENSE STATING CORPORATION) TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR OTHER DISPOSITION QUALIFICATION UNDER STATE SECURITIES LAWS) IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS AVAILABLE WITH RESPECT TO ANY TRANSFER OF SUCH ACT AND OTHER LAWSTHESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE RESTRICTIONS CONTAINED HEREIN SECURITIES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO REPURCHASE RIGHT AS SET FORTH IN THAT CERTAIN MARCH 12, 2004 STOCK PURCHASE AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTHE CORPORATION. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.”

Restrictive Legends. To Each certificate for Warrant Stock initially issued upon the extent applicableexercise of this Warrant, and each certificate evidencing for Warrant Stock issued to any subsequent transferee of the any such certificate, unless, in each case, such Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except Stock is eligible for resale without registration pursuant to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend Rule 144 or an effective registration statement under the Securities Act, shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, PLEDGED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE ACT, AND IF AN EXEMPTION IS AVAILABLEAPPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (B) THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE COMPANY STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSREGISTRATION. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS" The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Shares are registered for resale under the Securities Act, (ii) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), (iii) such Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Commission).”

Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Restricted Shares, the stock certificates for the Restricted Shares shall will be endorsed with restrictive legends, including one or more of the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends: (a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS THERE IS (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, OR (B) SATISFACTORY ASSURANCES TO THE COMPANY THAT REGISTRATION UNDER SUCH ACT COVERING IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, OFFER.” (b) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ISSUED PURSUANT TO A RESTRICTED STOCK AGREEMENT DATED AS OF THE DATE OF GRANT BETWEEN THE COMPANY RECEIVES AN OPINION AND THE REGISTERED HOLDER OF COUNSEL AT THE HOLDER’S SOLE COST SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT SUBJECTS THESE SECURITIES TO A SUBSTANTIAL RISK OF FORFEITURE AND EXPENSE STATING THAT SUCH OFFER, SALE, TO RESTRICTIONS ON TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM . THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON AGREEMENT TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”

Restrictive Legends. To Each Purchaser understands and agrees that the extent applicable, each certificate evidencing any of Shares acquired by it will bear a legend substantially similar to the Warrant Shares shall be endorsed with the legends legend set forth below, below in addition to any other legend that may be required by applicable law or by any agreement between the Company and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActPurchaser: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IF AN EXEMPTION IS AVAILABLEIN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING REASONABLY SATISFACTORY TO IT THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”

Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares shall have endorsed thereon legends in substantially the following form (in addition to any other legend which may be endorsed with required by other agreements between the legends set forth below, and Holder covenants that, except parties to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:this Agreement): (a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” SECURITIES ACT”), OR SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, EXISTS AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL AT AND OPINION ARE REASONABLY SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY, THAT SUCH OFFERSECURITIES MAY BE OFFERED, SALESOLD, TRANSFERPLEDGED, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ASSIGNED OR OTHER DISPOSITION IS EXEMPT FROM TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH STATEMENT UNDER THE SECURITIES ACT AND OTHER OR APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.” (b) Any legend required by appropriate blue sky officials.

Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on the transfer of the Warrant Shares set forth or referred to in this Agreement, the certificates representing Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Acteffect: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATEDOR IN ANY MANNER DISPOSED OF, DISTRIBUTED OR OTHERWISE DISPOSED EXCEPT IN COMPLIANCE WITH THE TERMS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, A FOUNDER STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY RECEIVES AN OPINION AND THE INITIAL HOLDER OF COUNSEL THE SHARES. THE FOUNDER STOCK PURCHASE AGREEMENT GRANTS CERTAIN PURCHASE OPTIONS TO THE COMPANY AND IMPOSES RESTRICTIONS ON THE TRANSFER OF THESE SHARES. A COPY OF THE FOUNDER STOCK PURCHASE AGREEMENT IS ON DEPOSIT AT THE HOLDER’S SOLE COST PRINCIPAL OFFICE OF THE COMPANY AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM WILL BE FURNISHED BY THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. COMPANY TO THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE REGISTERED HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSUPON WRITTEN REQUEST.”

Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on the transfer of the Warrant Shares set forth or referred to in this Agreement, the certificates representing Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Acteffect: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATEDOR IN ANY MANNER DISPOSED OF, DISTRIBUTED OR OTHERWISE DISPOSED EXCEPT IN COMPLIANCE WITH THE TERMS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, A STOCK RESTRICTION AGREEMENT BETWEEN THE COMPANY RECEIVES AN OPINION AND THE INITIAL HOLDER OF COUNSEL THE SHARES. THE STOCK RESTRICTION AGREEMENT GRANTS CERTAIN PURCHASE OPTIONS TO THE COMPANY AND IMPOSES RESTRICTIONS ON THE TRANSFER OF THESE SHARES. A COPY OF THE STOCK RESTRICTION AGREEMENT IS ON DEPOSIT AT THE HOLDER’S SOLE COST PRINCIPAL OFFICE OF THE COMPANY AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM WILL BE FURNISHED BY THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. COMPANY TO THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE REGISTERED HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSUPON WRITTEN REQUEST.”

Restrictive Legends. To Each Warrant shall bear on the extent applicable, face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate for shares of Common Stock initially issued upon the exercise of any Warrant and each certificate evidencing any for shares of the Warrant Shares shall be endorsed with the legends set forth belowCommon Stock issued to a subsequent transferee of such certificate shall, and Holder covenants that, except to the extent such restrictions are waived unless otherwise permitted by the Companyprovisions of this Section 9.2, Holder shall not transfer bear on the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following face thereof a legend under the Securities Actreading substantially as follows: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES LAW. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES OR AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH SALE, OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH THE 1933 ACT AND OTHER OF ANY APPLICABLE STATE SECURITIES LAWS. THE RESTRICTIONS CONTAINED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO THE HOLDER HEREOF TERMS AND ITS SUCCESSORS AND PERMITTED ASSIGNSCONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED JANUARY 15, 1997, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering the Warrant Shares shall become effective under the 1933 Act and under any applicable State securities laws or in the event that the Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such counsel, such legend is not, or is no longer, necessary or required (including, without limitation, because of the availability of the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the certificates evidencing the Warrant Shares or issue new certificates without such legend in lieu thereof. All fees and expenses of counsel in connection with the rendition of the opinion provided for in this Section 9.2 shall be paid by the holder.”

Restrictive Legends. To Each certificate representing the extent applicableSecurities, each certificate evidencing and any other securities issued in respect of the Warrant Shares Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (except as otherwise permitted by the provisions of this Section 7), shall be endorsed stamped or otherwise imprinted with legends in substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legendsfollowing form: (a) The following legend under the Securities Act: “THE THIS SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY NOT BE OFFEREDSOLD, SOLDDISTRIBUTED, ASSIGNED, TRANSFERREDOFFERED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT AS OTHERWISE SET FORTH HEREIN AND UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETRANSACTION, AND IF AN EXEMPTION IS AVAILABLE, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL AT FOR THE HOLDER’S SOLE COST AND EXPENSE HOLDER SATISFACTORY TO THE COMPANY STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH ACT AND OTHER LAWSTRANSACTION IS EXEMPT FROM REGISTRATION. (b) Any other legends required by applicable state securities laws. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSThe Company need not register a transfer of legended Securities and may also instruct its transfer agent not to register the transfer of the Securities, unless the conditions specified in each of the foregoing legends are satisfied.”

Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend any legends required under the Securities Act: “applicable securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND ACT”). THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY).”

Restrictive Legends. To The Standby Purchaser understands and agrees that the extent applicable, each certificate evidencing any of New Shares purchased in the Warrant Shares shall be endorsed with Standby Purchase Commitment will bear a legend substantially similar to the legends legend set forth below, below in addition to any other legend that may be required by applicable law or by any agreement between the Company and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActStandby Purchaser: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IF AN EXEMPTION IS AVAILABLEIN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING REASONABLY SATISFACTORY TO IT THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”

Restrictive Legends. To The Grantee understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares Company shall be endorsed with cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Shares together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (THE “BLUE SKY” ACT”) OR ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING THAT ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, SALE OR TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”

Restrictive Legends. To the extent applicable, each certificate evidencing any All certificates for shares of the Warrant Shares Stock shall be endorsed with bear the following legends, in addition to any other legends set forth below, required by applicable state securities law and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsecurities commissioners: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” ACT”), OR SECURITIES LAWS OF UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT EFFECT WITH RESPECT TO THESE SECURITIES UNDER SUCH THE ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF LEGAL COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ANY PROPOSED TRANSFER OR OTHER DISPOSITION RESALE IS EXEMPT FROM IN COMPLIANCE WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. .” “THE RESTRICTIONS CONTAINED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER THE LIMITED OFFERING EXEMPTION PROVIDED BY SECTION 25102(f) OF THE CALIFORNIA CORPORATIONS CODE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO THE HOLDER HEREOF COMPANY’S RIGHT OF FIRST REFUSAL AND ITS SUCCESSORS AND PERMITTED ASSIGNSA ONE HUNDRED EIGHTY (180) DAY LOCK-UP RESTRICTION PROVIDED IN THE COMPANY’S INCENTIVE/NON-STATUTORY STOCK OPTION AGREEMENT.”

Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of Founders’ Securities and the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived Sponsors’ Warrants purchased by the Company, Holder Buyers hereunder shall not transfer have endorsed thereon legends in substantially the Warrant Shares without complying with following forms (in addition to any other legend which may be required by other agreements between the restrictions on transfer described in such legends:parties hereto): (a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” (b) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEEXCEPT IN ACCORDANCE WITH THAT CERTAIN AMENDED AND RESTATED SECURITIES ASSIGNMENT AGREEMENT DATED AS OF ________, 2008, THAT CERTAIN AMENDED AND IF AN EXEMPTION IS AVAILABLERESTATED SECURITIES PURCHASE AGREEMENT DATED AS OF ________, THE COMPANY RECEIVES AN OPINION 2008 AND THAT CERTAIN WARRANT AGREEMENT DATED AS OF COUNSEL ________, 2008, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM OFFICES OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.” (c) Any legend required by appropriate blue sky officials.

Restrictive Legends. To (a) Each warrant issued in substitution for all or part of this Warrant shall be stamped or otherwise imprinted with a legend appropriately referring to the extent applicableforegoing restriction on transfer of the Warrants. (b) Except as otherwise permitted by this Section 2.2, each stock certificate evidencing for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of the any such Warrant Shares shall be endorsed stamped or otherwise imprinted with a legend in substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY STATE SECURITIES LAWS OF AND NEITHER THE SECURITIES NOR ANY STATE AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING OR SUCH SALE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION REQUIREMENT IS AVAILABLEACT AND SUCH LAWS THAT, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT FOR THE HOLDER’S SOLE COST , WHICH COUNSEL AND EXPENSE STATING THAT SUCH OFFEROPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, SALEIS AVAILABLE. (c) Notwithstanding the foregoing, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSthe Warrantholder may require the Company to issue a stock certificate for Warrant Shares without such legend if such Warrant Shares have been registered for resale under the Securities Act or the removal of such legend is otherwise appropriate under that Act and the rules and regulations thereunder.”

Restrictive Legends. To Each certificate representing Securities ------------------- (including the extent applicableSecurities originally issued hereunder or delivered upon conversion of the Series D Preferred Stock, each certificate evidencing or delivered in substitution or exchange for any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except foregoing) will bear a legend reading substantially as follows until such Securities have been sold pursuant to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend an effective registration statement under the Securities Act, Rule 144 under the Securities Act, or an opinion of counsel reasonably satisfactory in form and substance to the Company and otherwise in full compliance with any other applicable restrictions on transfer, including those contained in this Agreement and the Stockholders Agreement: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE 'ACT'), OR THE “UNDER ANY STATE SECURITIES OR 'BLUE SKY” OR ' LAWS. SAID SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF OF, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AND UNTIL REGISTERED UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER THE RULES AND REGULATIONS THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR 'BLUE SKY' LAWS OR EXEMPTED THEREFROM UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES OR 'BLUE SKY' LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”"

Restrictive Legends. To The certificates evidencing the extent applicable, each certificate evidencing any of Parent Stock to be received by the Warrant Shares shall be endorsed with Stockholders hereunder will bear legends substantially in the legends form set forth below, below and Holder covenants that, except containing such other information as the Parent may deem appropriate. References in such legend to "THE COMPANY" shall refer to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “Parent. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER SUCH THE 1933 ACT COVERING SUCH SALE AND ANY STATE SECURITIES OR AN EXEMPTION FROM BLUE SKY LAWS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION REQUIREMENT IS AVAILABLE, NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHERMORE SUBJECT TO THE LOCK-UP PROVISIONS CONTAINED IN SECTION 8 OF THAT CERTAIN AGREEMENT AND IF AN EXEMPTION IS AVAILABLE, PLAN OF MERGER AND REORGANIZATION WITH THE COMPANY RECEIVES AN OPINION DATED AS OF COUNSEL AT _____________, A COPY OF WHICH MAY BE OBTAINED BY CONTACTING THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERSECRETARY OF THE COMPANY In addition, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSsuch certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state.”

Restrictive Legends. To Each certificate evidencing the extent applicableEquity Securities shall bear a legend in substantially the following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 22, 2008, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF AMEN PROPERTIES, INC. AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF AMEN PROPERTIES, INC. SUCH AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE." In addition, unless counsel to Buyer shall have advised Buyer that such legend is no longer needed, each certificate evidencing any of the Warrant Shares Equity Securities shall be endorsed with bear a legend in substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “"THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT REASONABLY SATISFACTORY TO AMEN PROPERTIES, INC. SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN QUALIFICATION ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSNOT REQUIRED.”"

Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions imposed by this Agreement upon the disposition of the Warrant Acquired Shares, the stock certificates for the Acquired Shares shall be endorsed with restrictive legends, including one or more of the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends: (ai) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE IN THE ABSENCE OF: (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT; (B) A `NO ACTION' LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER; OR (C) SATISFACTORY ASSURANCES TO THE CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER." (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE IN ANY MANNER DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH ACT COVERING SUCH SALE AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS TO THE CORPORATION (OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEITS ASSIGNEES) UPON THE SALE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALEASSIGNMENT, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SHARES. A COPY OF SUCH ACT AGREEMENT IS MAINTAINED AT THE CORPORATION'S PRINCIPAL CORPORATE OFFICES. ANY TRANSFER IN VIOLATION OF SAID AGREEMENT IS NULL AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSVOID.”"

Restrictive Legends. To The Top Favour Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Top Favour Shareholder’s pro rata portion of the Warrant Ableauctions Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially either of the two following forms, and Holder covenants that, except corresponding to the extent such restrictions are waived by shareholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with (a) The Lender understands and agrees that Parent will cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Exchange Shares, except to the extent such restrictions are waived together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actstate or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THERE SUCH TRANSACTION IS AN EFFECTIVE EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH ACT COVERING SUCH OFFER, SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE COMPANY RECEIVES DELIVERY OF AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERAND/OR, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT FROM INFORMATION REASONABLY SATISFACTORY TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER.”

Restrictive Legends. To the extent applicableExcept as otherwise permitted by this Section 4(a), each Series G Stock certificate evidencing any of the Warrant Shares (or Common Stock certificate issued on conversion thereof) issued pursuant to this Agreement shall be endorsed stamped or otherwise imprinted with a legend in substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR PURSUANT TO THE “SECURITIES OR "BLUE SKY” OR SECURITIES " LAWS OF ANY STATE AND STATE, SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT COVERING ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH SALE ACT, OR AN (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION REQUIREMENT IS AVAILABLEACT, AND PROVIDED THAT, IF AN EXEMPTION IS AVAILABLEREQUESTED BY THE CORPORATION, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT REASONABLY SATISFACTORY IN FORM AND SUBSTANCE IS FURNISHED TO THE HOLDER’S SOLE COST AND EXPENSE STATING CORPORATION THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIS AVAILABLE. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWhenever the legend requirement imposed by this Section 4(a) shall terminate, as hereinabove provided, the respective holders of Series G Stock for which such legend requirements have terminated shall be entitled to receive from the Corporation, at the Corporation's expense, new Series G Stock (or Common Stock) certificates, as applicable, without such legend.”

Restrictive Legends. To The Shareholder understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares Company shall be endorsed with cause the legends set forth below, and Holder covenants thator substantially equivalent legends, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Holdco Shares, together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCompany or by applicable federal or state securities laws: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE STATE, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AND UNTIL REGISTERED UNDER SUCH ACT COVERING SUCH SALE AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, UNLESS THE COMPANY RECEIVES CORPORATION HAS RECEIVED AN OPINION OF COUNSEL AT OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE HOLDER’S SOLE COST CORPORATION AND EXPENSE STATING ITS COUNSEL, THAT SUCH OFFER, SALE, REGISTRATION IS NOT REQUIRED.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT REPURCHASE RIGHTS AND OTHER LAWSAGREEMENTS CONTAINED IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE CORPORATION AND THE ORIGINAL HOLDER OF THESE SHARES. A COPY OF THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON RESTRICTED STOCK PURCHASE AGREEMENT AND ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF AND OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS SUCCESSORS AND PERMITTED ASSIGNSPRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.”

Restrictive Legends. To the extent applicable, each The share certificate evidencing any of the Warrant Covered Shares issued hereunder shall be endorsed with the following legends set forth below(in addition to any legend required under applicable U.S. federal, state securities laws and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:under any other Applicable Law): (a) The following legend under On the Securities Actface of the certificate: “TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH THE CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE” (b) On the reverse of the certificate: “THE SECURITIES REPRESENTED SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN ▇▇▇▇▇▇ RESOURCES, INC. 2016 EQUITY INCENTIVE PLAN AND THAT CERTAIN STOCKHOLDERS AGREEMENT ENTERED INTO BY AND AMONG ▇▇▇▇▇▇ RESOURCES, INC. AND THE SECURITIES ACT STOCKHOLDERS LISTED THEREIN, A COPY OF 1933 OR EACH WHICH IS ON FILE AT THE “BLUE SKY” OR SECURITIES LAWS PRINCIPAL OFFICE OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION IN . NO TRANSFER OR PLEDGE OF COUNSEL AT THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID PLAN AND SAID STOCKHOLDERS AGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER’S SOLE COST , TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSAID STOCKHOLDERS AGREEMENT.”

Restrictive Legends. To The stock certificates for the extent applicable, each certificate evidencing any of the Warrant Purchased Shares shall be endorsed with the following legends set forth below, and Holder covenants that, except to will also be endorsed with any other legends provided for in any other relevant agreements between the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCompany and Optionee: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFEREDSOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (B) A ‘NO ACTION’ LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER OR (C) SATISFACTORY ASSURANCES TO THE COMPANY THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS GRANTED TO THE COMPANY AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE IN ANY MANNER DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT DATED _____________ BETWEEN THE COMPANY RECEIVES AN OPINION AND THE REGISTERED HOLDER OF COUNSEL THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE HOLDERCOMPANY’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSPRINCIPAL CORPORATE OFFICES.”

Restrictive Legends. To Unless counsel otherwise advises, all certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares shall be have endorsed with the thereon legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsubstantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE THE STATES OR OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY AND TRANSFER AGENT FOR SUCH SECURITIES HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHARE ESCROW AGREEMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE SHARE ESCROW AGREEMENT, AND IF AN EXEMPTION IS AVAILABLE, EXCEPT IN ACCORDANCE WITH THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTERMS THEREOF.”

Restrictive Legends. To Each Warrant shall bear on the extent applicable, face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate for shares of Common Stock initially issued upon the exercise of any Warrant and each certificate evidencing any for shares of the Warrant Shares shall be endorsed with the legends set forth belowCommon Stock issued to a subsequent transferee of such certificate shall, and Holder covenants that, except to the extent such restrictions are waived unless otherwise permitted by the Companyprovisions of this Section 9.2, Holder shall not transfer bear on the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following face thereof a legend under the Securities Actreading substantially as follows: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES LAW. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES OR AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH SALE, OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH THE 1933 ACT AND OTHER OF ANY APPLICABLE STATE SECURITIES LAWS. THE RESTRICTIONS CONTAINED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO THE HOLDER HEREOF TERMS AND ITS SUCCESSORS AND PERMITTED ASSIGNSCONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED JANUARY 30, 1998, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering the Warrant Shares shall become effective under the 1933 Act and under any applicable State securities laws or in the event that the Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such counsel, such legend is not, or is no longer, necessary or required (including, without limitation, because of the availability of the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the certificates evidencing the Warrant Shares or issue new certificates without such legend in lieu thereof. All fees and expenses of counsel in connection with the rendition of the opinion provided for in this Section 9.2 shall be paid by the holder.”

Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Shares, the stock certificates for the Shares shall will be endorsed with restrictive legends, including one or more of the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends: (a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFEREDSOLD OR OFFERED FOR SALE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (2) A ‘NO ACTION’ LETTER OF THE SEC WITH RESPECT TO SUCH SALE OR OFFER, OR (3) SATISFACTORY ASSURANCES TO ALPHASMART THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.” (b) “ALL OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE IN ANY MANNER DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER EXCEPT IN CONFORMITY WITH THE TERMS OF THE RESTRICTED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH ACT COVERING SUCH SALE AGREEMENT GRANTS A FIRST REFUSAL RIGHT TO ALPHASMART (OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEITS ASSIGNEES) UPON THE SALE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALEASSIGNMENT, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM OF ALPHASMART’S SHARES. THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON AGREEMENT TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”

Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares PubCo Forward Purchase Securities shall be have endorsed with the thereon legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsubstantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF ANY STATE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR PUBCO, IS AVAILABLE.” All certificates representing the PubCo Forward Purchase Securities shall have endorsed thereon legends substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE LOCKUP EXCEPT PURSUANT TO ITS TERMS.” Subject to applicable requirements of the Securities Act and the interpretations of the Commission thereunder and any requirements of PubCo’s transfer agent, AND IF AN EXEMPTION IS AVAILABLEPubCo shall ensure that instruments, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERwhether certificated or uncertificated, SALEevidencing the PubCo Forward Purchase Securities shall not contain any legend (including the legend set forth in this Section 7.3), TRANSFER(i) following any sale of such PubCo Forward Purchase Securities pursuant to Rule 144, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSor (ii) if such PubCo Forward Purchase Securities are eligible for sale under Rule 144 without the requirement for PubCo to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions.”

Restrictive Legends. To The Company may place restrictive legends on the extent applicable, each certificate evidencing any or certificates representing the shares issued upon exercise of this option referring the Warrant Shares shall be endorsed with the legends Right of First Refusal set forth below, in Section 9 of this Agreement and Holder covenants that, except to any restrictions on transfer under federal and applicable state securities laws. Upon the extent such restrictions are waived by request of the Company, Holder you shall promptly provide the Company with any and all certificates representing shares acquired upon exercise of this option in order to allow the Company to attach applicable legends. Unless the Company determines otherwise, the legends which may be placed on the certificate or certificates representing the shares may include, but are not transfer limited to, the Warrant Shares without complying with the restrictions on transfer described in such legendsfollowing: (a) The following legend under the Securities Act: “a. THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND "ACT"). THESE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE WITH RESPECT TO THESE SHARES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ASSIGNMENT OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REQUIREMENT OF SUCH ACT AND OTHER LAWSTHE ACT. b. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION OR ITS ASSIGNEES. THE RESTRICTIONS TERMS OF THE RIGHT OF FIRST REFUSAL ARE CONTAINED HEREIN ARE BINDING ON IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSOF THE SHARES, A COPY OF WHICH MAY BE REVIEWED UPON WRITTEN REQUEST MADE TO THE SECRETARY OF THE CORPORATION. ANY TRANSFER OF THE SHARES IN VIOLATION OF THIS AGREEMENT SHALL BE VOID.”"

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with (a) The Creditor understands and agrees that Parent will cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Exchange Shares, except to the extent such restrictions are waived together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actstate or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THERE SUCH TRANSACTION IS AN EFFECTIVE EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH ACT COVERING SUCH OFFER, SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE COMPANY RECEIVES DELIVERY OF AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERAND/OR, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT FROM INFORMATION REASONABLY SATISFACTORY TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER.”

Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived Founders’ Securities purchased by the Company, Holder Buyers hereunder shall not transfer have endorsed thereon legends in substantially the Warrant Shares without complying with following forms (in addition to any other legend which may be required by other agreements between the restrictions on transfer described in such legends:parties hereto): (a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” (b) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEEXCEPT IN ACCORDANCE WITH THAT CERTAIN AMENDED AND RESTATED SECURITIES ASSIGNMENT AGREEMENT DATED AS OF ________, 2008, THAT CERTAIN AMENDED AND IF AN EXEMPTION IS AVAILABLERESTATED SECURITIES PURCHASE AGREEMENT DATED AS OF ________, THE COMPANY RECEIVES AN OPINION 2008 AND THAT CERTAIN WARRANT AGREEMENT DATED AS OF COUNSEL ________, 2008, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM OFFICES OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.” (c) Any legend required by appropriate blue sky officials.

Restrictive Legends. To the extent applicable, each Any share certificate evidencing any of the Warrant Shares shall be endorsed with the following legends set forth below, (in addition to any legend required under applicable state and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “federal securities laws or other applicable law): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT FOR THE HOLDER’S SOLE COST AND EXPENSE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ASSIGNMENT OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSTHE ACT. THE RESTRICTIONS CONTAINED HEREIN SECURITIES EVIDENCED BY THIS CERTIFICATE ARE BINDING SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN STAND-ALONE RESTRICTED STOCK AWARD AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE HOLDER PRINCIPAL OFFICE OF THE COMPANY. NO TRANSFER OR PLEDGE OF THE SECURITIES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SUCH AGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE, OR PLEDGEE HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSAGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH AGREEMENT.”

Restrictive Legends. To ▇▇▇▇▇▇▇ understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with Company may cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Shares, except to the extent such restrictions are waived as applicable, together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (“THE ACT”) AND ARE “BLUE SKYRESTRICTED SECURITIES” OR SECURITIES LAWS OF ANY STATE AND AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE THE ACT, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLEUNDER THE ACT, THE COMPANY RECEIVES AN OPINION AVAILABILITY OF COUNSEL WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING POSSIBLE FORFEITURE AS SET FORTH IN THE RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE HOLDER’S SOLE COST PRINCIPAL OFFICE OF THE ISSUER AND EXPENSE STATING THAT SUCH OFFERTRANSFER RESTRICTIONS, SALEINCLUDING POSSIBLE FORFEITURE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”

Restrictive Legends. To Any certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares shall be have endorsed with the thereon legends set forth belowsubstantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, and Holder covenants thatAS AMENDED, except to the extent such restrictions are waived by the CompanyOR QUALIFIED UNDER ANY STATE LAWS AND MAY NOT BE OFFERED FOR SALE, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (aI) The following legend under the Securities Act: A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER SUCH ACT AND THE TRANSACTION IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN A LETTER AGREEMENT WITH THE SECURITIES ACT COMPANY (A COPY OF 1933 OR WHICH MAY BE OBTAINED FROM THE “BLUE SKY” OR SECURITIES LAWS COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF ANY STATE BUSINESS WITHOUT CHARGE) AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS IN VIOLATION OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSRESTRICTIONS.”

Restrictive Legends. To Certificates for all Shares now or hereafter issued to and held by the extent applicable, each certificate evidencing any of the Warrant Shares Shareholders shall be endorsed marked conspicuously with the legends set forth belowfollowing legends: THE SALE, and Holder covenants thatASSIGNMENT, except to the extent such restrictions are waived by the CompanyTRANSFER, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF OR ENCUMBRANCE UPON THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE TERMS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER , 2004. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE IN THE CORPORATE OFFICE OF DATREK ACQUISITION, INC. AND CAN BE INSPECTED UPON WRITTEN REQUEST. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING AND SUCH SALE APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, AVAILABLE (WHICH THE COMPANY RECEIVES MAY REQUIRE TO BE EVIDENCED BY AN OPINION OF COUNSEL AT REASONABLY SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSNOT REQUIRED).”

Restrictive Legends. To Each Priveco Stockholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing such Priveco Stockholder’s pro rata portion of the Warrant Exchange Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Shares shall shares of Common Stock issued pursuant to this Agreement, the stock certificates for the shares of Common Stock issued pursuant to this Agreement may be endorsed with a restrictive legend, in substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE "ACT") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THEY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS DISTRIBUTED EXCEPT (1) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SUCH ACT COVERING SUCH SALE THE ACT, OR EVIDENCE SATISFACTORY TO THE COMPANY OF AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHEREFROM, AND IF AN EXEMPTION IS AVAILABLE, (2) IN COMPLIANCE WITH THE DISPOSITION PROVISIONS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY RECEIVES AN OPINION AND THE REGISTERED HOLDER OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH OFFERAGREEMENT IMPOSES CERTAIN RESTRICTIONS IN CONNECTION WITH THE DISPOSITION OF THE SHARES. THE SECRETARY OF THE COMPANY WILL, SALEUPON WRITTEN REQUEST, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS FURNISH A COPY OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON AGREEMENT TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”

Restrictive Legends. To Such Shareholder (and for such Shareholder’s designee(s), if any) acknowledges that the extent applicable, each certificate evidencing any of certificate(s) representing the Warrant China Carbon Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, corresponding to such Shareholder’s (of such Shareholder’s designee’s) status as set forth in Section 3.4 and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legendssignature pages hereto: (a) The following legend under the Securities ActREGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” (b) REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To It is understood that the extent applicable, Warrants and each certificate evidencing representing the Warrant Stock and any other securities issued in respect of the Warrant Shares Stock upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for the Company) shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “stamped or otherwise imprinted THE WARRANT/SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED OR CONSTITUTED HEREBY [AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, EITHER (i) THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL AT TO THE HOLDER’S SOLE COST AND EXPENSE STATING EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION DISPOSITION OR OTHER DISPOSITION IS EXEMPT FROM (ii) THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SALE OF SUCH ACT SECURITIES IS MADE PURSUANT TO SECURITIES AND OTHER LAWSEXCHANGE COMMISSION RULE 144. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSThe legend set forth above shall be removed by the Company from any certificate evidencing Warrant Stock upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the Act is at that time in effect with respect to the legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Warrant Stock.”

Restrictive Legends. To the extent applicable, each Each certificate evidencing or document representing any of the Warrant Shares Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend any legends required under the Securities Act: “applicable securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED (I) UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY).”

Restrictive Legends. To Each PSI Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing such PSI Shareholder’s pro rata portion of the Warrant Energroup Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by shareholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To Each Premier Power Owner acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing such Premier Power Owner’s portion of the Warrant Pubco Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To The Grantee understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares Company shall be endorsed with cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Shares together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE “BLUE SKY” OR ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING THAT ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, SALE OR TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER, A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPRUCHASE RIGHT ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”

Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Shares shall shares of Common Stock issued pursuant to this Agreement, the stock certificates for the shares of Common Stock issued pursuant to this Agreement may be endorsed with a restrictive legend, in substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKYACT”) AND ARE “RESTRICTED SECURITIES” OR SECURITIES LAWS OF ANY STATE AND AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THEY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS DISTRIBUTED EXCEPT (1) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SUCH ACT COVERING SUCH SALE THE ACT, OR EVIDENCE SATISFACTORY TO THE COMPANY OF AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHEREFROM, AND IF AN EXEMPTION IS AVAILABLE, (2) IN COMPLIANCE WITH THE DISPOSITION PROVISIONS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY RECEIVES AN OPINION AND THE REGISTERED HOLDER OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH OFFERAGREEMENT IMPOSES CERTAIN RESTRICTIONS IN CONNECTION WITH THE DISPOSITION OF THE SHARES. THE SECRETARY OF THE COMPANY WILL, SALEUPON WRITTEN REQUEST, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS FURNISH A COPY OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON AGREEMENT TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”

Restrictive Legends. To the extent applicable, Purchaser understands that each certificate evidencing any of the Warrant Shares stock certificates representing shares of Common Stock issued pursuant to this Agreement shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be endorsed with placed against transfer of such stock certificates) until the legends set forth below, and Holder covenants that, except shares of Common stock evidenced by such certificate (i) have been sold pursuant to a prospectus constituting part of the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend Shelf Registration or pursuant to Rule 144 under the Securities Act: “; or (ii) are eligible for sale pursuant to Rule 144(k) under the Securities Act. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OF 1933, AS AMENDED, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEAPPLICABLE STATE SECURITIES LAWS, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES OR AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT SUCH OFFERREGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. If such Purchaser desires to sell or otherwise dispose of all or any part of the Common Stock owned by it under an exemption from registration under the Securities Act, SALEand if requested by the Company, TRANSFERsuch Purchaser shall deliver to the Company an opinion of counsel, ASSIGNMENTwhich may be counsel for the Company, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSthat such exemption is available.”

Restrictive Legends. To The certificates evidencing the extent applicable, each certificate evidencing any of Parent Stock to be received by the Warrant Shares shall be endorsed with Stockholder hereunder will bear legends substantially in the legends form set forth below, below and Holder covenants that, except containing such other information as the Parent may deem appropriate. References in such legend to "THE COMPANY" shall refer to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “Parent. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER SUCH THE 1933 ACT COVERING SUCH SALE AND ANY STATE SECURITIES OR AN EXEMPTION FROM BLUE SKY LAWS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHERMORE SUBJECT TO A LOCK-UP AGREEMENT WITH THE COMPANY RECEIVES AN OPINION DATED AS OF COUNSEL AT _____________, A COPY OF WHICH MAY BE OBTAINED BY CONTACTING THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERSECRETARY OF THE COMPANY In addition, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSsuch certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state.”

Restrictive Legends. To Optionee hereby acknowledges that, in the extent applicable, each certificate evidencing any event ------------------- the Company is unable to register the issuance of the Warrant Shares shall be endorsed with upon the exercise of the Options, federal securities laws and the securities laws of the state in which Optionee resides or works may require the placement of certain restrictive legends set forth belowupon the Shares issued upon exercise of the Options, and Holder covenants that, except Optionee hereby consents to the extent placing of any such restrictions are waived by legends upon certificates evidencing the Shares as the Company, Holder or its counsel, may reasonably deem necessary; provided, however, that any such legend or legends shall not transfer be removed when no longer applicable. In such event, any and all certificates now or hereafter issued evidencing the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following shall have endorsed upon them a legend under the Securities Actsubstantially as follows: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND NEITHER THESE SECURITIES, NOR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE AND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH THE SECURITIES ACT AND OTHER ANY APPLICABLE STATE SECURITIES LAWS. , SUCH EXEMPTION TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER MAY REASONABLY REQUEST.”"

Restrictive Legends. To the extent applicable, It is understood that each certificate evidencing representing (i) the Shares, (ii) the Conversion Shares, and (iii) any other securities issued in respect of the Warrant Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for the Company) shall be endorsed stamped or otherwise imprinted with legends substantially in the legends set forth below, and Holder covenants that, except following forms (in addition to the extent such restrictions are waived any legend that may now or hereafter be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “applicable federal or state law): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER IN EFFECT WITH RESPECT TO SUCH ACT COVERING SUCH SALE OR AN EXEMPTION SECURITIES, THE AVAILABILITY OF CERTAIN EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEREQUIREMENTS, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES OR DELIVERY OF AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENTPLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, PLEDGEAS AMENDED." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THAT CERTAIN RESTATED INVESTORS' RIGHTS AGREEMENT, HYPOTHECATIONAS AMENDED, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM AND THAT CERTAIN AMENDED AND RESTATED VOTING AGREEMENT, AS AMENDED, COPIES OF WHICH MAY BE OBTAINED BY THE REGISTRATION HOLDER, UPON REQUEST AND PROSPECTUS DELIVERY REQUIREMENTS WITHOUT CHARGE, AT THE PRINCIPAL OFFICE OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCORPORATION.”"

Restrictive Legends. To Standby Purchaser understands and agrees that the extent applicable, each certificate evidencing any of Securities will bear a legend substantially similar to the Warrant Shares shall be endorsed with the legends legend set forth below, . The legend may be removed pursuant to Section 11(a)(iii) and Holder covenants that, except Section 11(a)(iv) as provided above. The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “Registration Rights Agreement. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” REGISTERED AND/OR SECURITIES LAWS OF QUALIFIED UNDER ANY STATE AND SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH ACT COVERING SUCH SALE SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEREGISTRATION, AND IF AN EXEMPTION IS AVAILABLEOR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSAS AMENDED.”

Restrictive Legends. To Without limiting the extent applicableCompany's obligations under Section 6 hereof, each certificate evidencing any or the rights of Grantee thereunder, as a condition of the Warrant Shares issuance of the Restricted Shares, the Grantee shall give the Company a written acknowledgement substantially in the form attached hereto as Attachment A, acknowledging that said shares may be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived reoffered or resold by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend Grantee only pursuant to a separate registration statement under the Securities ActAct of 1933 (including without limitation a registration statement filed pursuant to Section 6 hereof) or pursuant to an exemption from such registration requirements (such as compliance with the provisions of Rule 144 under the Securities Act of 1933) and the Company may place upon the stock certificate(s) for such Restricted Shares the following legend: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER SUCH THE ACT COVERING SUCH SALE AND APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH THE REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REQUIREMENTS THEREOF. THE COMPANY RECEIVES ISSUER MAY REQUIRE AN OPINION OF COUNSEL AT IN FORM AND SUBSTANCE SATISFACTORY TO THE HOLDER’S SOLE COST ISSUER TO THE EFFECT THAT THE PROPOSED TRANSFER IS IN COMPLIANCE WITH THE ACT AND EXPENSE STATING THAT SUCH OFFERANY APPLICABLE STATE SECURITIES LAWS. If, SALEin the reasonable opinion of the Company and its counsel, TRANSFERsuch legend is placed on any certificate representing Restricted Shares, ASSIGNMENTand then, PLEDGEunder relevant provisions of the federal securities laws and regulations and the case law and interpretive and "no-action" guidance thereunder, HYPOTHECATIONsuch legend is no longer required, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM Grantee shall be entitled to exchange such certificate with the Company for a certificate representing the same number of Shares but without such legend. Further, during the Restriction Period, all certificates evidencing Restricted Shares issued under this Agreement shall bear the following legend: THE REGISTRATION TRANSFERABILITY OF THIS CERTIFICATE AND PROSPECTUS DELIVERY REQUIREMENTS THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE EMPLOYMENT AGREEMENT AND RESTRICTED SHARE AGREEMENT ENTERED INTO BY AND BETWEEN THE REGISTERED OWNER AND MAUI LAND & PINEAPPLE COMPANY, INC. COPIES OF SUCH ACT AND OTHER LAWSAGREEMENTS ARE ON FILE IN THE OFFICES OF MAUI LAND & PINEAPPLE COMPANY, INC. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSuch legend shall be removed from the certificates representing Restricted Shares as to which the Restriction Period has terminated (i.e., shares that have vested) and that are delivered to Grantee pursuant to Section 3.a hereof.”

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except In order to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with reflect the restrictions on transfer described in such disposition of the Shares, ▇▇. ▇▇▇▇▇▇ understands that the stock certificates, if any representing the Shares will bear restrictive legends: (a) The , including one or more of the following legend under the Securities Actor other legends: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND 1933, AS AMENDED. SUCH SHARES MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT OR (B) ASSURANCES SATISFACTORY TO THE CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE IN ANY MANNER DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, EXCEPT IN CONFORMITY WITH THE TERMS OF THE RESTRICTED STOCK ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REGISTERED HOLDER OF SUCH ACT AND OTHER LAWSSHARES (OR THE PREDECESSOR IN INTEREST TO SUCH SHARES). THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON CORPORATION WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”

Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares issued and sold hereunder shall be have endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: thereon (a) The any legend required by appropriate blue sky officials and (b) a legend in substantially the following form (in addition to any other legend under which may be required by other agreements between the Securities Act: parties hereto): “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND ACT”). THEY MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERREDPLEDGED OR HYPOTHECATED UNLESS THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT COVERING SUCH SALE SHARES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT REASONABLY SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION REGISTRATION IS EXEMPT NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH IN A COMMON STOCK PURCHASE AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE REGISTRATION COMPANY), AND PROSPECTUS DELIVERY REQUIREMENTS BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH ACT THAT COMMON STOCK PURCHASE AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSOWNERSHIP SET FORTH THEREIN.”

Restrictive Legends. To The book entry representing the extent applicable, each certificate evidencing any of Preferred Shares purchased hereunder shall bear the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends: (a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY STATE SECURITIES LAWS OF AND NEITHER THE SECURITIES NOR ANY STATE AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING OR SUCH SALE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION REQUIREMENT ACT OR SUCH LAWS WHICH IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THE PROVISIONS OF AN INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES DATED AS OF NOVEMBER 8, AND IF AN EXEMPTION IS AVAILABLE, 2021. A COPY OF THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT INVESTOR RIGHTS AGREEMENT MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF ISSUER. SUCH ACT AND OTHER LAWS. THE TRANSFER RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFEREES OF THESE SECURITIES TO THE HOLDER HEREOF EXTENT PROVIDED THEREIN AND ITS SUCCESSORS ANY TRANSFER IN VIOLATION OF THE INVESTOR RIGHTS AGREEMENT IS VOID AND PERMITTED ASSIGNSOF NO EFFECT.”

Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares ------------------- Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend any legends required under the Securities Act: “applicable securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR "SECURITIES LAWS OF ANY STATE AND ACT"). THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY).”

Restrictive Legends. To No Unit or securities issuable upon the extent applicable, each redemption thereof may be transferred without registration under the Securities Act and applicable state securities laws unless counsel to the Trust shall advise the Trust that such transfer may be effected without such registration. Each certificate evidencing representing any of the Warrant Shares foregoing shall be endorsed with bear legends in substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “THE SECURITIES SECURITY REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON REDEMPTION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” 1933 ACT”), OR UNDER ANY APPLICABLE STATE LAWS. THE SECURITY REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES LAWS ISSUABLE UPON REDEMPTION HEREOF HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF ANY STATE AND THE 1933 ACT. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATEDTRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER STATE SECURITIES LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”

Restrictive Legends. To the extent applicable, each Each certificate evidencing or other written documentation representing any of Buyer's Stock which Seller is acquiring hereunder and any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the Warrant Shares opinion of the counsel for Buyer) shall be endorsed stamped or otherwise imprinted with a legend substantially in the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE SECURITIES, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY HOLDER RECEIVES AN OPINION OF COUNSEL AT FOR THE HOLDER’S SOLE COST AND EXPENSE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ASSIGNMENT OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSQUALIFICATION REQUIREMENTS UNDER STATE LAW.”" Buyer shall be entitled to enter stop transfer notices on its stock books with respect to the Securities.

Restrictive Legends. To the extent applicable, each certificate The Purchaser understands and agrees that certificate(s) evidencing any ownership of the Warrant Shares Incentive Shares, if any, shall be endorsed affixed with legends substantially in the following forms, together with any other legends set forth below, and Holder covenants that, except to the extent such restrictions are waived that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCompany or by applicable state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE ACT”), AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF TRANSFERRED OR ASSIGNED UNLESS THERE IS AN EFFECTIVE (I) A REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT SHARES IS AVAILABLEEFFECTIVE UNDER THE ACT, AND IF AN EXEMPTION IS AVAILABLE, (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT UNLESS AND UNTIL REGISTERED UNDER THE ACT, OR (III) IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH ACT AND OTHER LAWSOFFER, SALE OR PLEDGE, HYPOTHECATION OR TRANSFER OTHERWISE COMPLIES WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER AS SET FORTH IN A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”

Restrictive Legends. To The Dynamic Ally Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Dynamic Ally Shareholder’s pro rata portion of the Warrant Pubco Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares ------------------- Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to any legends required under applicable securities laws): In the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCase of All Securities: “----------------------------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR "SECURITIES LAWS OF ANY STATE AND ACT"). THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY).”

Restrictive Legends. To The SCSI Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the SCSI Shareholder’s pro rata portion of the Warrant Odimo Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 2.26 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing Restricted Stock will have endorsed legends in substantially the following forms (in addition to any of other legend which may be required by other agreements between the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except parties to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:this Agreement): (a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN A STOCK RESTRICTION AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE CORPORATION.” (b) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND AS AMENDED. THEY MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH SAID ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING CORPORATION THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSNOT REQUIRED.” (c) Any legend required by appropriate blue sky officials. The Corporation will remove or cause the removal of the foregoing legends as and to the extent of the lapse of the applicable restrictions.

Restrictive Legends. To The Gold Industry Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Gold Industry Shareholder’s pro rata portion of the Warrant Pubco Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Shares, the stock certificates for the Warrant Shares shall will be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following restrictive legends: (ai) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE "ACT") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THERE IS HYPOTHECATED EXCEPT (i) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SUCH THE ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES (ii) IN COMPLIANCE WITH RULE 144 OR (iii) PURSUANT TO AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING COUNSEL, SATISFACTORY TO COMPANY, THAT REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SUCH SALE, OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, PLEDGE OR HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM ." (ii) THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT THAT RESTRICTS THE TRANSFER OF THESE SHARES. COPIES OF SUCH ACT AND OTHER LAWS. AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST OF THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECRETARY OF COMPANY.” (iii) These securities are subject to a right of first refusal in favor of the Company, the provisions of which are set forth in the Company's Bylaws". (iv) Any legend required by the laws of the State of California, including any legend required by the California Department of Corporations and Sections 417 and 418 of the California Corporations Code. (v) Any other legend deemed necessary to reflect the restrictions on the transfer of the Warrant Shares.

Restrictive Legends. To Each certificate or note representing this Note or the extent applicable, each certificate evidencing Note Shares and any other securities issued in respect of the Warrant Note Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived (unless otherwise permitted by the Company, Holder shall not transfer provisions of Section 9(c) below) be stamped or otherwise imprinted with legends in substantially the Warrant Shares without complying with the restrictions on transfer described following form (in such legends: (a) The following addition to any legend required under the Securities Act: “applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT" OR THE “BLUE SKY” OR "SECURITIES LAWS OF ANY STATE AND ACT"). SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT UNLESS THE TRANSFER IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE COMPANY ACT OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION SALE OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSOF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of this Note or the Note Shares in order to implement the restrictions on transfer established in this Section 9.”

Restrictive Legends. To The Grantee understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares Company shall be endorsed with cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Shares together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (THE “BLUE SKY” ACT”) OR ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING THAT ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, SALE OR TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER, REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND RIGHT OF FIRST REFUSAL ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except (a) So long as DCG is subject to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described set forth in such legends: (a) The Section 2 of this Agreement, all certificates representing the ELBI Securities held by DCG shall have affixed thereto a legend in substantially the following legend form, in addition to any other legends that may be required under the Securities Actfederal or state securities laws: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE RESTRICTIONS ON TRANSFER SET FORTH IN A CERTAIN AMENDED AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, RESTATED SHAREHOLDER AGREEMENT BETWEEN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT AND THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERSHAREHOLDERS NAMED THEREIN DATED ___________, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM 1999 (THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS "SHAREHOLDER AGREEMENT"). A COPY OF SUCH ACT AND OTHER LAWS. AGREEMENT IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY." (b) So long a Purchaser Shareholder is subject to the restrictions on transfer set forth in Section 3 of this Agreement, all certificates representing the ELBI Securities held by such Purchaser Shareholder shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFER SET FORTH IN A CERTAIN AMENDED AND RESTATED SHAREHOLDER AGREEMENT BETWEEN THE HOLDER HEREOF COMPANY AND ITS SUCCESSORS AND PERMITTED ASSIGNSTHE SHAREHOLDERS NAMED THEREIN DATED _____________, 1999 (THE "SHAREHOLDER AGREEMENT"). A COPY OF SUCH AGREEMENT IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY.”"

Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant MKHD Shares, the stock certificates for the MKHD Shares shall will be endorsed with restrictive legends, including the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends: (ai) The following legend under the Securities Act: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDOFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY ISSUER RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE SATISFACTORY TO IT STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION SALE OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER STATE SECURTIES LAWS. . (ii) THE RESTRICTIONS CONTAINED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO THE TERMS AND CONDITIONS OF A COMMON STOCK SUBSCRIPTION AGREEMENT BETWEEN THE ISSUER AND THE HOLDER HEREOF OF THE SECURITIES EVIDENCED HEREBY (OR SUCH HOLDERS PREDECESSOR IN COMPANY) AND ITS SUCCESSORS AND PERMITTED ASSIGNSTHE ISSUER'S BYLAWS.” (iii) Any other legends required by state securities laws.

Restrictive Legends. To Each certificate evidencing the extent applicableSecurities shall bear a legend in substantially the following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITIES PURCHASE AND NOTE AGREEMENT DATED AS OF ____________, 2007, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF AMEN AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF AMEN. SUCH AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE." In addition, unless counsel to Amen shall have advised Amen that such legend is no longer needed, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actshall bear a legend in substantially the following form: “"THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT REASONABLY SATISFACTORY TO AMEN SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN QUALIFICATION ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSNOT REQUIRED.”"

Restrictive Legends. To Each certificate for Warrant Stock initially issued upon the extent applicableexercise of this Warrant, and each certificate evidencing for Warrant Stock issued to any subsequent transferee of the any such certificate, unless, in each case, such Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except Stock is eligible for resale without registration pursuant to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend Rule 144 or an effective registration statement under the Securities Act, shall bear the following legend: “THE SECURITIES REPRESENTED BY TRANSFER OF THIS CERTIFICATE HAVE SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS SECURITY HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF THE SECURITY HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDOFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SAID ACT COVERING SUCH SALE AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING SATISFACTORY TO COMPANY THAT SUCH OFFERREGISTRATION IS NOT REQUIRED.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, SALEif (i) such Shares are sold or transferred pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company), TRANSFER(ii) such Shares are eligible for sale under Rule 144 free from any volume or other restrictions, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSor (iii) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Commission).”

Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares shall have endorsed thereon legends in substantially the following forms, as applicable (in addition to any other legend which may be endorsed with required by other agreements between the legends set forth belowparties hereto): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN CHORDIANT AND THE REGISTERED HOLDER, and Holder covenants thatOR SUCH HOLDER'S PREDECESSOR IN INTEREST, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “A COPY OF WHICH IS ON FILE AT THE SECURITIES PRINCIPAL OFFICE OF CHORDIANT. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF CHORDIANT." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE "ACT") AND MAY NOT BE OFFERED, SOLDSOLD OR OTHERWISE TRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT REGISTERED UNDER SUCH THE ACT COVERING SUCH SALE OR UNLESS AN EXEMPTION FROM SUCH THE REGISTRATION REQUIREMENT REQUIREMENTS OF THE ACT IS AVAILABLE." Any legend required by appropriate blue-sky officials. Mr. St. ▇▇▇▇ or his personal representative may request the removal of the legend described in clause (a) above with respect to any Shares at such time as such Shares are no longer subject to the Repurchase Option, AND IF AN EXEMPTION IS AVAILABLEand Mr. St. ▇▇▇▇ or his personal representative may request the removal of the legend described in clause (b) above following such time as such Shares are eligible for resale pursuant to Rule 144(k) under the Securities Act of 1933 and, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERin each case, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSChordiant shall comply with such request as soon as practicable.”

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under the Securities Act: “applicable state securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND 1933, AS AMENDED. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT AND OTHER LAWSOR UNLESS THE SALE IS OTHERWISE EXEMPT FROM REGISTRATION. THE RESTRICTIONS CONTAINED HEREIN COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BINDING ON ACCEPTABLE TO THE HOLDER HEREOF AND COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH ANY SUCH SALE. THIS CERTIFICATE MUST BE SURRENDERED TO THE CORPORATION OR ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” (b) Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 1.

Restrictive Legends. To The Company may place restrictive legends on the extent applicable, each certificate evidencing any or certificates representing the shares issued upon exercise of this option referring the Warrant Shares shall be endorsed with the legends Right of First Refusal set forth below, in Section of this Agreement and Holder covenants that, except to any restrictions on transfer under federal and applicable state securities laws. Upon the extent such restrictions are waived by request of the Company, Holder you shall promptly provide the Company with any and all certificates representing shares acquired upon exercise of this option in order to allow the Company to attach applicable legends. Unless the Company determines otherwise, the legends which may be placed on the certificate or certificates representing the shares may include, but are not transfer limited to, the Warrant Shares without complying with the restrictions on transfer described in such legendsfollowing: (a) The following legend under the Securities Act: “a. THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND "ACT"). THESE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE WITH RESPECT TO THESE SHARES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ASSIGNMENT OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REQUIREMENT OF SUCH ACT AND OTHER LAWSTHE ACT." b. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION OR ITS ASSIGNEES. THE RESTRICTIONS TERMS OF THE RIGHT OF FIRST REFUSAL ARE CONTAINED HEREIN ARE BINDING ON IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSOF THE SHARES, A COPY OF WHICH MAY BE REVIEWED UPON WRITTEN REQUEST MADE TO THE SECRETARY OF THE CORPORATION. ANY TRANSFER OF THE SHARES IN VIOLATION OF THIS AGREEMENT SHALL BE VOID.”"

Restrictive Legends. To the extent applicable, each Any certificate evidencing or other document issued in respect of any of the Warrant Purchased Shares and Top-Up Shares shall be endorsed with the legends legend set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS HYPOTHECATED (1) ABSENT AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES (2) ABSENT AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR THAT SUCH TRANSACTION COMPLIES WITH THE RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR, (3) EXCEPT IN A TRANSACTION IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER BY THE TERMS OF AN AMENDED AND RESTATED NON-COMPETITION AGREEMENT, DATED AS OF 25 JANUARY 2016, ENTERED INTO AMONG THE COMPANY AND THE OTHER PARTIES THERETO, A COPY OF WHICH IS ON FILE AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS PRINCIPAL OFFICE OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.”

Restrictive Legends. To (i) In addition to any legend required under the extent applicableNew Bye-Laws, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived for Equity Securities (unless otherwise permitted by the Company, Holder provisions of Section 11(a)(ii)) shall not transfer include a legend in substantially the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION THEREFROM UNDER SAID ACT OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 24, 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSUPON WRITTEN REQUEST.” (ii) Subject to Section 11(b), any holder of Equity Securities that are registered pursuant to the Securities Act and qualified under applicable state securities laws may exchange any certificate or other evidence of ownership of such Equity Securities for a certificate or other evidence of ownership with respect to the Equity Securities so registered that shall not bear the legend set forth in clause (i) of this Section 11(a).

Restrictive Legends. To The Grantee understands and agrees that the extent applicableCompany may, each certificate evidencing any of the Warrant Shares shall be endorsed with in its discretion, cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Shares together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities ActCompany or by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (THE “BLUE SKY” ACT”) OR ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING THAT ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, SALE OR TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER, A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE PERFORMANCE-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT, ANY STOCKHOLDER’S AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”

Restrictive Legends. To The Buyer understands that the extent applicableAcquired Shares will be "restricted securities" under the Securities Act, each certificate in as much as they are being acquired from an affiliate of TTSI in a transaction not involving a public offering, and that, under the Securities Act, and applicable regulations thereunder, such securities may be resold without registration under the Securities Act, only in certain limited circumstances. The Buyer understands that the certificates evidencing any of the Warrant Acquired Shares shall be endorsed with will bear the legends legend set forth below, and Holder covenants that, except to the extent such restrictions are waived together with any other legends required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actapplicable state securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AND IF AN EXEMPTION THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING ANY FUTURE HOLDERS IS AVAILABLEBOUND BY THE TERMS OF THE STOCKHOLDERS' AND REGISTRATION RIGHTS AGREEMENTS BETWEEN THE ORIGINAL PURCHASER, THE COMPANY RECEIVES AN OPINION AND CERTAIN OTHER STOCKHOLDERS (COPIES OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT WHICH MAY BE OBTAINED FROM THE REGISTRATION COMPANY). EXHIBIT D EMPLOYEES AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”EMPLOYEE BENEFIT MATTERS

Restrictive Legends. To the extent applicable, The Company will stamp or imprint each certificate evidencing any or other instrument representing Shares, throughout the term of this Agreement, with a legend in the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAWS OF AND NO PROSPECTUS HAS BEEN ISSUED IN RESPECT THEREOF UNDER ANY STATE AND CANADIAN PROVINCIAL SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR PROSPECTUS OR AN EXEMPTION FROM THEREFROM UNDER SAID ACT OR SUCH REGISTRATION REQUIREMENT IS AVAILABLE, LAWS AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT RULES AND REGULATIONS THEREUNDER. THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERVOTING, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 16, 2010, AMONG GATEWAY CASINOS AND ENTERTAINMENT LIMITED, AND THE HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS TIME TO TIME), A COPY OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER HEREOF OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF GATEWAY CASINOS AND ITS SUCCESSORS AND PERMITTED ASSIGNSENTERTAINMENT LIMITED.”

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except Subject to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:Section 4.1(d): (a) The following Each Stockholder hereby acknowledges and agrees that, during the term of this Agreement, until the expiry of the Lock-Up Period, each of the certificates representing Common Stock held by such Stockholder shall be subject to stop transfer instructions and shall include the legend under the Securities Actset forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 19, 2013, BETWEEN DEALERTRACK TECHNOLOGIES, INC. (THE “COMPANY”) AND THE STOCKHOLDERS SIGNATORY THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT THEY HAVE BEEN REGISTERED UNDER SUCH THAT ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.” (b) The Company shall make a notation on its records or give instructions to any transfer agents or registrars for the Common Stock in order to implement the restrictions on Transfer set forth in this Agreement. Following the expiry of the Lock-Up Period, the Company shall issue new certificates representing Common Stock held by the Stockholders without any such legends or restrictive transfer provisions.

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with (a) The Lender understands and agrees that Company will cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Exchange Shares, except to the extent such restrictions are waived together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actstate or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THERE SUCH TRANSACTION IS AN EFFECTIVE EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH ACT COVERING SUCH OFFER, SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE COMPANY RECEIVES DELIVERY OF AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERAND/OR, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT FROM INFORMATION REASONABLY SATISFACTORY TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER.”

Restrictive Legends. To Optionee understands that the extent applicable, each certificate evidencing any the Shares will be imprinted with a legend which prohibits the transfer of the Warrant Shares shall be endorsed with unless they are registered or such registration is not required in the legends set forth below, and Holder covenants that, except opinion of counsel satisfactory to the extent such restrictions are waived by the Company, Holder shall not transfer and any other legend required under applicable state securities laws, including, without limitation, the Warrant Shares without complying with the restrictions on transfer described in such following legends: (a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (“ACT”) OR THE “BLUE SKY” OR STATE SECURITIES LAWS (“STATE ACTS”) AND ARE RESTRICTED SECURITIES. THE RESTRICTED SECURITIES HAVE BEEN ACQUIRED FOR HOLDER’S OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. RESTRICTED SECURITIES MUST BE HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE ACT AND STATE ACTS AND/OR EXEMPTION FROM SUCH REGISTRATION(S) IS (ARE) AVAILABLE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AS SET FORTH IN THE EQUITY INCENTIVE AGREEMENT BETWEEN THE ISSUER AND THE HOLDER OF ANY STATE THESE SHARES, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF, EXCEPT AS PROVIDED THEREIN. A COPY OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AFOREMENTIONED EQUITY INCENTIVE AGREEMENT MAY BE OBTAINED AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM PRINCIPAL OFFICE OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER.”

Restrictive Legends. To the extent applicable, each (i) Each certificate evidencing any of the Warrant for Restricted Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived (unless otherwise permitted by the Company, Holder provisions of Section 14(a)(ii)) shall not transfer include a legend in substantially the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION THEREFROM UNDER SAID ACT OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A STOCKHOLDERS AGREEMENT DATED AS OF JULY 21, 2006 BY AND AMONG REXNORD HOLDINGS, INC. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH STOCKHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSUPON WRITTEN REQUEST.” (ii) Subject to Section 14(b), any holder of Restricted Shares registered that are pursuant to the Securities Act and qualified under applicable state securities laws may exchange any certificate or other evidence of ownership of such Restricted Shares for a certificate or other evidence of ownership with respect to the Common Stock so registered that shall not bear the legend set forth in clause (i) of this Section 14(a).

Restrictive Legends. To Each Fulland Stockholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing such Fulland Stockholder’s pro rata portion of the Warrant Malex Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To The certificates representing the extent applicable, each certificate evidencing any Shares shall include an endorsement typed conspicuously thereon of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following restrictive legends: (a) The following legend under the Securities Act: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE “BLUE SKY” OR SECURITIES LAWS BOOKS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF THE ISSUER UNLESS THERE SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSOR SUCH ACT DOES NOT APPLY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER AS SET FORTH IN THE BYE-LAWS OF THE COMPANY AND THAT CERTAIN SHAREHOLDERS' AGREEMENT DATED AS OF DECEMBER 31, 2002, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE BINDING ON FILE AT THE HOLDER HEREOF PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER, AND ITS SUCCESSORS AND PERMITTED ASSIGNSMAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.”" In the event that any Shares shall cease (as reasonably determined by the Company) to be subject to any or all of the restrictions described in the restrictive legends required by this Section 4.5, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Shares without the inapplicable restrictive legend or legends.

Restrictive Legends. To (i) In addition to any legend required under the extent applicableNew Bye-Laws, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived for Equity Securities (unless otherwise permitted by the Company, Holder provisions of Section 11(a)(ii)) shall not transfer include a legend in substantially the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION THEREFROM UNDER SAID ACT OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF [ ], 2013 BY AND AMONG NORWEGIAN CRUISE LINE HOLDINGS, LTD. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSUPON WRITTEN REQUEST.” (ii) Subject to Section 11(b), any holder of Equity Securities that are registered pursuant to the Securities Act and qualified under applicable state securities laws may exchange any certificate or other evidence of ownership of such Equity Securities for a certificate or other evidence of ownership with respect to the Equity Securities so registered that shall not bear the legend set forth in clause (i) of this Section 11(a).

Restrictive Legends. To The Jintai HK Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Jintai HK Shareholder’s pro rata portion of the Warrant Jintai Delaware Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by Shareholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To The book entry representing the extent applicable, each certificate evidencing any Parent Shares acquired by Seller hereunder shall bear the following legends until such legends are no longer required under applicable provisions of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OF AND NEITHER THE SECURITIES NOR ANY STATE AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH ACT COVERING SUCH SALE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR SUCH REGISTRATION REQUIREMENT LAWS WHICH IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, AS SUCH AGREEMENT MAY BE AMENDED AND IF AN EXEMPTION IS AVAILABLE, MODIFIED FROM TIME TO TIME. A COPY OF THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT REGISTRATION RIGHTS AGREEMENT MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF ISSUER. SUCH ACT AND OTHER LAWS. THE TRANSFER RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFEREES OF THESE SECURITIES TO THE HOLDER HEREOF EXTENT PROVIDED THEREIN AND ITS SUCCESSORS ANY TRANSFER IN VIOLATION OF THE REGISTRATION RIGHTS AGREEMENT IS VOID AND PERMITTED ASSIGNSOF NO EFFECT.”

Restrictive Legends. To Certificates evidencing the extent applicableExchange Shares pursuant to this Agreement may bear the following legend, each certificate evidencing including without limitation, any legend required by the laws of the Warrant Shares shall be endorsed with jurisdiction in which the legends set forth belowStockholder resides, and Holder covenants thatany legend required by any applicable law, except including without limitation, any legend that will be useful to the extent such restrictions are waived aid compliance with Regulations D, S or other regulations adopted by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend Securities and Exchange Commission under the Securities Act: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.” “BLUE SKY” OR THESE SECURITIES LAWS ARE BEING ISSUED ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF ANY STATE REGULATION S UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE IN EFFECT WITH RESPECT TO THE SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION REGISTRATION IS NOT REQUIRED OR OTHER DISPOSITION IS EXEMPT UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF AVAILABLE UNDER SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSACT.”

Restrictive Legends. To The Purchaser agrees that the extent applicablePreferred Stock and Warrants, and, until the Registration Statement is declared effective, any Conversion Shares or Warrant Shares, issued pursuant to Regulation S, shall each certificate evidencing any bear legends stating that transfer of the Warrant Shares shall be endorsed with the legends set forth belowthose Securities is restricted, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsubstantially as follows: “THIS SECURITY AND THE SECURITIES REPRESENTED BY ISSUABLE UPON CONVERSION/EXERCISE OF THIS CERTIFICATE HAVE SECURITY ARE BEING OFFERED TO INVESTORS WHO ARE NOT BEEN REGISTERED U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION/EXERCISE OF THIS SECURITY IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF CONDUCTED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN COMPLIANCE WITH THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Unvested Shares shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be endorsed with required by other agreements between the legends set forth belowParties hereto, and Holder covenants that, except to including the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:Shareholders Agreement): (a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY." (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND AS AMENDED. THEY MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH SAID ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION REGISTRATION IS NOT REQUIRED." (c) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR OTHER DISPOSITION IS EXEMPT FROM ITS ASSIGNEE(S) AS PROVIDED IN THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS BYLAWS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.”" (d) Any legend required by applicable blue sky laws.

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Certificates representing Shares shall be endorsed with bear the following legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the giving notice of restrictions on transfer described in such legendsas follows: (a) The following legend under the Securities Act: “9.1. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED OR TRANSFERRED IN A TRANSACTION WHICH WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION AFFORDED BY SUCH ACT. NO SALE OR TRANSFER OF THESE SHARES SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY ISSUER SHALL NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, (B) THE COMPANY RECEIVES ISSUER SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING SATISFACTORY TO IT THAT SUCH OFFER, REGISTRATION IS NOT REQUIRED. 9.2. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION ENCUMBRANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS EXEMPT FROM RESTRICTED BY THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS PROVISIONS OF SUCH ACT AND OTHER LAWSA NON-QUALIFIED STOCK OPTION AGREEMENT DATED THE ______________, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. 9.3. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSAny other legends required by applicable state securities laws, as determined by the Company and its counsel.”

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with (a) The Lender understands and agrees that Parent will cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Exchange Shares, except to the extent such restrictions are waived together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actstate or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THERE SUCH TRANSACTION IS AN EFFECTIVE EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S RIGHT PRIOR TO ANY SUCH ACT COVERING SUCH OFFER, SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE COMPANY RECEIVES DELIVERY OF AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERAND/OR, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT FROM INFORMATION REASONABLY SATISFACTORY TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER.”

Restrictive Legends. To Certificates evidencing the extent applicable, each certificate evidencing any Exchange Shares pursuant to this Agreement may bear one or more of the Warrant Shares shall be endorsed with following legends, including without limitation, any legend required by the legends set forth belowlaws of the jurisdiction in which the SCI Stockholder resides, and Holder covenants thatany legend required by any applicable law, except including without limitation, any legend that will be useful to the extent such restrictions are waived aid compliance with Regulation D or other regulations adopted by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend SEC under the Securities Act: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.” [“BLUE SKY” OR THESE SECURITIES LAWS ARE BEING ISSUED ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF ANY STATE REGULATION S UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE IN EFFECT WITH RESPECT TO THE SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION REGISTRATION IS NOT REQUIRED OR OTHER DISPOSITION IS EXEMPT UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF AVAILABLE UNDER SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSACT.”]

Restrictive Legends. To The Renovation Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Renovation Shareholder’s pro rata portion of the Warrant Kerrisdale Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”

Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except All Applicable Certificates issued pursuant to the extent such restrictions are waived by Agreement shall bear a legend to the Company, Holder shall not transfer following effect (the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY Restricted Legend”): THIS CERTIFICATE HAVE NOT BEEN REGISTERED IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY ACT); (2) AGREES THAT IT WILL NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED RESELL OR OTHERWISE DISPOSED TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLETHIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT TRANSFEREE MUST COMPLETE THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM FORM ON THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REVERSE HEREOF RELATING TO THE MANNER OF SUCH ACT TRANSFER AND OTHER LAWSSUBMIT SUCH FORM TO THE PASS THROUGH TRUSTEE. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSREGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.”

Restrictive Legends. To Each certificate representing Securities ------------------- (including Securities originally issued hereunder or delivered upon conversion of the extent applicablePreferred Stock, each certificate evidencing or delivered in substitution or exchange for any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except foregoing) will bear a legend reading substantially as follows until such Securities have been sold pursuant to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend an effective registration statement under the Securities Act, Rule 144 under the Securities Act, or an opinion of counsel reasonably satisfactory in form and substance to the Company and otherwise in full compliance with any other applicable restrictions on transfer, including those contained in this Agreement and the Stockholders Agreement: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR THE “UNDER ANY STATE SECURITIES OR 'BLUE SKY” OR ' LAWS. SAID SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF OF, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AND UNTIL REGISTERED UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER THE RULES AND REGULATIONS THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR 'BLUE SKY' LAWS OR EXEMPTED THEREFROM UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES OR 'BLUE SKY' LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”"

Restrictive Legends. To The Top Favour Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Top Favour Shareholder’s pro rata portion of the Warrant Ableauctions Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially either of the two following forms, and Holder covenants that, except corresponding to the extent such restrictions are waived by shareholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”