Common use of Exemption from Registration; Legends Clause in Contracts

Exemption from Registration; Legends. (a) The shares of Parent Class A Common Stock, Parent Class B Common Stock, Virgin Opco Partnership Units and the Convertible Preferred Stock to be issued pursuant to this Agreement will be issued in transactions exempt from registration under the Securities Act and may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other laws or pursuant to an exemption therefrom. The certificates or book entries, as the case may be, issued by Parent and Virgin Opco with respect to the shares of Parent Class A Common Stock, Parent Class B Common Stock, Virgin Opco Partnership Units and the Convertible Preferred Stock shall include the legend set forth below and such other such legends as may be reasonably necessary to comply with applicable U.S. federal securities laws and applicable “blue sky” laws. The Sellers understand that the Parent Class A Common Stock, Parent Class B Common Stock, Virgin Opco Partnership Units and Convertible Preferred Stock issued or issuable hereunder are characterized as “restricted securities” under applicable U.S. federal and state securities laws in as much as they are being acquired from Parent and Virgin Opco in a transaction not involving a public offering and that, pursuant to these laws and applicable regulations such shares and units may be resold without registration under the Securities Act only if Parent or Virgin Opco, as the case may be, has received an opinion of counsel or other evidence, reasonably satisfactory to Parent or Virgin Opco, as the case may be, and its counsel, that such registration is not required. In the absence of an effective registration statement covering the shares of Parent Class A Common Stock, Parent Class B Common Stock, the Virgin Opco Partnership Units and the Convertible Preferred Stock or an available exemption from registration under the Act, such shares and units must be held indefinitely. In this connection, each Seller represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. All certificates or book entries, as the case may be, representing shares of Virgin Opco Partnership Units, Convertible Preferred Stock, Parent Class A Common Stock and Parent Class B Common Stock, if any, issued pursuant to this Article II shall bear a legend to the effect that: “THE [SHARES/PARTNERSHIP UNITS] REPRESENTED BY THIS [CERTIFICATE/BOOK ENTRY] ARE SUBJECT TO THE TRANSACTION AGREEMENT AMONG VIRGIN MOBILE USA, INC. AND THE OTHER PARTIES THERETO, DATED AS OF JUNE 27, 2008. THE TRANSACTION AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE TRANSFER OF THE [SHARES/PARTNERSHIP UNITS] SUBJECT TO THE TRANSACTION AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS [CERTIFICATE/BOOK ENTRY], DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE TRANSACTION AGREEMENT. THE [SHARES/PARTNERSHIP UNITS] REPRESENTED BY THIS [CERTIFICATE/BOOK ENTRY] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REQUIREMENTS OF THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS.”

Exemption from Registration; Legends. (a) The shares of Parent Class A Common Stock, Parent Class B Common Stock, Virgin Opco Partnership Units and the Convertible Preferred Stock Buyer Shares to be issued pursuant to this Agreement hereunder will be issued in transactions exempt from registration under the Securities Act and may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other laws or pursuant to an exemption therefrom. The certificates or book entries, as the case may be, issued by Parent and Virgin Opco with respect to the shares of Parent Class A Common Stock, Parent Class B Common Stock, Virgin Opco Partnership Units and the Convertible Preferred Stock Buyer Shares shall include the legend set forth below and such other such legends as may be reasonably necessary to comply with applicable U.S. federal securities laws and applicable “blue sky” laws. The Sellers understand Seller understands that the Parent Class A Common Stock, Parent Class B Common Stock, Virgin Opco Partnership Units and Convertible Preferred Stock issued or issuable hereunder Buyer Shares are characterized as “restricted securities” under applicable U.S. federal and state securities laws in as much Laws as they are being acquired from Parent and Virgin Opco Buyer in a transaction not involving a public offering and that, pursuant to these laws Laws and applicable regulations regulations, such shares and units may be resold without registration under the Securities Act only if Parent or Virgin Opco, as the case may be, Buyer has received an opinion of counsel or other evidence, evidence reasonably satisfactory to Parent or Virgin Opco, as the case may be, Buyer and its counsel, counsel that such registration is not required. In the absence of an effective registration statement covering the shares of Parent Class A Common Stock, Parent Class B Common Stock, the Virgin Opco Partnership Units and the Convertible Preferred Stock Buyer Shares to be issued hereunder or an available exemption from registration under the Securities Act, such shares and units Buyer Shares must be held indefinitely. In this connection, each Seller represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. All certificates or book entries, as the case may be, representing shares of Virgin Opco Partnership Units, Convertible Preferred Stock, Parent Class A Common Stock and Parent Class B Common Stock, if any, Buyer Shares to be issued pursuant to this Article II hereto shall bear a legend to the effect that: “THE [SHARES/PARTNERSHIP UNITS] SHARES REPRESENTED BY THIS [CERTIFICATE/BOOK ENTRY] ENTRY ARE SUBJECT TO THE TRANSACTION LOCK UP AGREEMENT AMONG VIRGIN MOBILE USA, INC. NORDIC AMERICAN TANKERS LIMITED AND THE OTHER PARTIES THERETOHOLDER, DATED AS OF JUNE 27, 20082013. THE TRANSACTION LOCK UP AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE TRANSFER OF THE [SHARES/PARTNERSHIP UNITS] SUBJECT TO THE TRANSACTION AGREEMENTSHARES REPRESENTED HEREBY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS [CERTIFICATE/BOOK ENTRY], DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE TRANSACTION LOCK UP AGREEMENT. THE [SHARES/PARTNERSHIP UNITS] SHARES REPRESENTED BY THIS [CERTIFICATE/BOOK ENTRY] ENTRY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO ANY AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REQUIREMENTS OF THE SECURITIES ACT OR SUCH AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE HOLDER TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO NORDIC AMERICAN TANKERS LIMITED.”

Exemption from Registration; Legends. (a) The shares of Parent Class A Buyer Common Stock, Parent Class B Common Stock, Virgin Opco Partnership Units and the Convertible Preferred Stock to be issued pursuant to this Agreement hereunder will be issued in transactions exempt from registration under the Securities Act and may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other laws Laws or pursuant to an exemption therefrom. The certificates or book entries, as the case may be, issued by Parent and Virgin Opco the Buyer with respect to the shares of Parent Class A Buyer Common Stock, Parent Class B Common Stock, Virgin Opco Partnership Units and the Convertible Preferred Stock shall include the legend set forth below and such other such legends as may be reasonably necessary to comply with applicable U.S. federal securities laws and applicable “blue sky” laws. The Sellers and Sosnoff understand that the Parent Class A shares of Buyer Common Stock, Parent Class B Common Stock, Virgin Opco Partnership Units and Convertible Preferred Stock issued or issuable hereunder are characterized as “restricted securities” under applicable U.S. federal and state securities laws Laws in as much as they are being acquired from Parent and Virgin Opco the Buyer in a transaction not involving a public offering and that, pursuant to these laws Laws and applicable regulations such shares and units may be resold without registration under the Securities Act only if Parent or Virgin Opco, as the case may be, Buyer has received an opinion of counsel or other evidence, reasonably satisfactory to Parent or Virgin Opco, as the case may be, Buyer and its counsel, that such registration is not required. In the absence of an effective registration statement covering the shares of Parent Class A Buyer Common Stock, Parent Class B Common Stock, the Virgin Opco Partnership Units and the Convertible Preferred Stock to be issued hereunder or an available exemption from registration under the Securities Act, such shares and units of Buyer Common Stock must be held indefinitely. In this connection, each Seller and Sosnoff represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. All certificates or book entries, as the case may be, representing shares of Virgin Opco Partnership Units, Convertible Preferred Stock, Parent Class A Buyer Common Stock and Parent Class B Common Stock, if any, to be issued pursuant to this Article II III shall bear a legend to the effect that: “THE [SHARES/PARTNERSHIP UNITS] SHARES REPRESENTED BY THIS [CERTIFICATE/BOOK ENTRY] ARE SUBJECT TO THE TRANSACTION AGREEMENT AMONG VIRGIN MOBILE USA, INC. AND THE OTHER PARTIES THERETO, DATED AS OF JUNE 27, 2008. THE TRANSACTION AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE TRANSFER OF THE [SHARES/PARTNERSHIP UNITS] SUBJECT TO THE TRANSACTION AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS [CERTIFICATE/BOOK ENTRY], DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE TRANSACTION AGREEMENT. THE [SHARES/PARTNERSHIP UNITS] REPRESENTED BY THIS [CERTIFICATE/BOOK ENTRY] ENTRY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REQUIREMENTS OF THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS.”