Common use of Legend; Stop Transfer Clause in Contracts

Legend; Stop Transfer. The Debenture and the Warrant and the shares of Common Stock issuable thereunder issued pursuant to this Agreement will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS [DEBENTURE/WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "securities ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE securities ACT WITH RESPECT TO SUCH SECURITIES, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE securities ACT. The Company will make a notation regarding the restrictions on transfer of the Debenture and the Warrant and the shares of Common Stock issuable thereunder in its books and the Debenture and Warrant and the shares of Common Stock issuable thereunder will be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the Securities Act covering the securities to be transferred or an opinion of counsel satisfactory to the Company that such registration is not required.

Legend; Stop Transfer. The Debenture Shares, and the Warrant and the shares of Common Stock issuable thereunder any Conversion Shares issued pursuant to this Agreement will upon conversion thereof, shall bear a legend substantially similar to the following: THE SECURITIES REPRESENTED EVIDENCED BY THIS [DEBENTURE/WARRANT] CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "securities ACT"), OR APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THE THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OFFERED FOR SALE OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF A CURRENT AND AN EFFECTIVE REGISTRATION STATEMENT UNDER THE securities ACT WITH RESPECT TO AND SUCH SECURITIESAPPLICABLE BLUE SKY LAWS, OR AN OPINION OF THE ISSUER'S COUNSEL SATISFACTORY TO THE EFFECT COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE securities ACTREQUIRED. The Company will shall make a notation regarding the restrictions on transfer of the Debenture Shares and the Warrant and the shares of Common Stock issuable thereunder any such Conversion Shares in its books and the Debenture Shares and Warrant and the shares of Common Stock issuable thereunder will any such Conversion Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the Securities Act covering the securities to be transferred or an opinion of counsel satisfactory to the Company that such registration is not required.

Legend; Stop Transfer. The Debenture Purchaser acknowledges that the certificate or certificates representing the Shares and the Warrant and certificate representing the shares of Common Stock issuable thereunder issued pursuant to this Agreement will Warrants the Purchaser is purchasing hereby shall bear a legend substantially similar to the followingfollowing restrictive legends on the reverse side thereof: THE SECURITIES REPRESENTED BY THIS [DEBENTURE/WARRANT] CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "securities SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLDTRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS (IN THE ABSENCE OPINION OF A CURRENT AND EFFECTIVE COUNSEL REASONABLY SATISFACTORY TO THE COMPANY) AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE securities SECURITIES ACT WITH RESPECT TO AND SUCH SECURITIES, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION STATE LAWS IS NOT REQUIRED UNDER THE securities ACTTHEN AVAILABLE. The Purchaser is aware that the Company will instruct its transfer agent to make a stop transfer notation regarding in its appropriate records with respect to the restrictions on transfer the transferability of the Debenture and the Warrant and the shares of Common Stock issuable thereunder in its books and the Debenture and Warrant and the shares of Common Stock issuable thereunder will be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the Securities Act covering the securities to be transferred or an opinion of counsel satisfactory to the Company that such registration is not requiredShares.

Legend; Stop Transfer. The Debenture Shares and the Warrant and the shares of Common Stock issuable thereunder issued pursuant to this Agreement will bear a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS [DEBENTURECERTIFICATE/WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "securities ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE securities ACT WITH RESPECT TO SUCH SECURITIES, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE securities ACT. The Company will make a notation regarding the restrictions on transfer of the Debenture Shares and the Warrant and the shares of Common Stock issuable thereunder in its books and the Debenture Shares and Warrant and the shares of Common Stock issuable thereunder will be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the Securities Act covering the securities to be transferred or an opinion of counsel satisfactory to the Company that such registration is not required.