Common use of Legend; Stop Transfer Clause in Contracts

Legend; Stop Transfer. The Common Warrants issued in connection herewith, and the Warrant Shares issued upon exercise of the Common Warrants, will bear a legend substantially similar to the following: "THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR ANY INTEREST HEREIN NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, SUCH EXEMPTION TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUEST." The Company will make a notation regarding the restrictions on transfer of the Common Warrants and the Warrant Shares in its books and the same may 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 Common Warrants issued in connection herewithSeries B Stock, and the Warrant any Conversion Shares issued upon exercise of the Common Warrantsconversion thereof, will shall bear a legend substantially similar to the following: "THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON EXERCISE HEREOF EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR THE APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR ANY INTEREST HEREIN NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OFFERED FOR SALE OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES BLUE SKY LAWS, SUCH EXEMPTION OR AN OPINION OF COUNSEL SATISFACTORY TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUEST." THAT SUCH REGISTRATION IS NOT REQUIRED. The Company will shall make a notation regarding the restrictions on transfer of the Common Warrants Series B Stock and the Warrant any such Conversion Shares in its books and the same may Series B Stock and 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. Any legend endorsed on a certificate pursuant to Section 5.7 hereof shall be removed, and the Company shall issue a certificate without such legend to the holder of such security, if such security is being disposed of pursuant to a registration under the Securities Act or pursuant to Rule 144 or any similar rule then in effect or if such holder provides the Company with an opinion of counsel satisfactory to the Company to the effect that a transfer of such securities may be made without registration. In addition, if the holder of such securities delivers to the Company an opinion of such counsel to the effect that no subsequent transfer of such securities will require registration under the Securities Act, the Company will promptly upon such contemplated transfer deliver new certificates evidencing such security that do not bear the legend set forth in Section 5.7 hereof.

Legend; Stop Transfer. The Common Warrants issued in connection herewithSeries A Stock, and the Warrant any Conversion Shares issued upon exercise of the Common Warrantsconversion thereof, will shall bear a legend substantially similar to the following: "THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON EXERCISE HEREOF EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR THE APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR ANY INTEREST HEREIN NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OFFERED FOR SALE OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES BLUE SKY LAWS, SUCH EXEMPTION OR AN OPINION OF COUNSEL SATISFACTORY TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUEST." THAT SUCH REGISTRATION IS NOT REQUIRED. The Company will shall make a notation regarding the restrictions on transfer of the Common Warrants Series A Stock and the Warrant any such Conversion Shares in its books and the same may Series A Stock and 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. Any legend endorsed on a certificate pursuant to this Section 5.7 shall be removed, and the Company shall issue a certificate without such legend to the holder of such security, if such security is being disposed of pursuant to a registration under the Securities Act or pursuant to Rule 144 or any similar rule then in effect or if such holder provides the Company with an opinion of counsel satisfactory to the Company to the effect that a transfer of such securities may be made without registration. In addition, if the holder of such securities delivers to the Company an opinion of such counsel to the effect that no subsequent transfer of such securities will require registration under the Securities Act, the Company will promptly upon such contemplated transfer deliver new certificates evidencing such security that do not bear the legend set forth in this Section 5.7.

Legend; Stop Transfer. The Common Warrants issued in connection herewithSeries D Stock, and the Warrant any Conversion Shares issued upon exercise of the Common Warrantsconversion thereof, will shall bear a legend substantially similar to the following: "THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON EXERCISE HEREOF EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR THE APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR ANY INTEREST HEREIN NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OFFERED FOR SALE OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES BLUE SKY LAWS, SUCH EXEMPTION OR AN OPINION OF COUNSEL SATISFACTORY TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUEST." THAT SUCH REGISTRATION IS NOT REQUIRED. The Company will shall make a notation regarding the restrictions on transfer of the Common Warrants Series D Stock and the Warrant any such Conversion Shares in its books and the same may Series D Stock and 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. DHL DRA Any legend endorsed on a certificate pursuant to Section 5.7 hereof shall be removed, and the Company shall issue a certificate without such legend to the holder of such security, if such security is being disposed of pursuant to a registration under the Securities Act or pursuant to Rule 144 or any similar rule then in effect or if such holder provides the Company with an opinion of counsel satisfactory to the Company to the effect that a transfer of such securities may be made without registration. In addition, if the holder of such securities delivers to the Company an opinion of such counsel to the effect that no subsequent transfer of such securities will require registration under the Securities Act, the Company will promptly upon such contemplated transfer deliver new certificates evidencing such security that do not bear the legend set forth in Section 5.7 hereof.

Legend; Stop Transfer. The Common Warrants Exchange Shares issued in connection herewith, and the Warrant Shares Common Stock issued upon exercise conversion of the Common WarrantsExchange Shares, will bear a legend substantially similar to the following: "THIS WARRANT THESE SECURITIES AND THE SECURITIES TO BE ISSUED UPON EXERCISE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT THESE SECURITIES NOR ANY INTEREST HEREIN NOR THE SECURITIES ISSUABLE UPON EXERCISE CONVERSION HEREOF NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, SUCH EXEMPTION TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUEST." The Company will make a notation regarding the restrictions on transfer of the Common Warrants Exchange Shares (and the Warrant Shares Common Stock issuable upon conversion thereof) in its books and the same may 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 Common Warrants issued in connection herewithSeries H Stock, and the Warrant any Conversion Shares issued upon exercise of the Common Warrantsconversion thereof, will shall bear a legend substantially similar to the following: "THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON EXERCISE HEREOF EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR THE APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR ANY INTEREST HEREIN NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OFFERED FOR SALE OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES BLUE SKY LAWS, SUCH EXEMPTION OR AN OPINION OF COUNSEL SATISFACTORY TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUEST." THAT SUCH REGISTRATION IS NOT REQUIRED. The Company will shall make a notation regarding the restrictions on transfer of the Common Warrants Series H Stock and the Warrant any such Conversion Shares in its books and the same may Series H Stock and 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. Any legend endorsed on a certificate pursuant to this Section 5.7 shall be removed, and the Company shall issue a certificate without such legend to the holder of such security, if such security is being disposed of pursuant to a registration under the Securities Act or pursuant to Rule 144 or any similar rule then in effect or if such holder provides the Company with an opinion of counsel satisfactory to the Company to the effect that a transfer of such securities may be made without registration. In addition, if the holder of such securities delivers to the Company an opinion of such counsel to the effect that no subsequent transfer of such securities will require registration under the Securities Act, the Company will promptly upon such contemplated transfer deliver new certificates evidencing such security that do not bear the legend set forth in this Section 5.7.

Legend; Stop Transfer. The Common Warrants issued in connection herewithSeries A Stock, and the Warrant any Conversion Shares issued upon exercise of the Common Warrantsconversion thereof, will shall bear a legend substantially similar to the following: "THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON EXERCISE HEREOF EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “ACT"”), OR THE APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR ANY INTEREST HEREIN NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OFFERED FOR SALE OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES BLUE SKY LAWS, SUCH EXEMPTION OR AN OPINION OF COUNSEL SATISFACTORY TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUEST." THAT SUCH REGISTRATION IS NOT REQUIRED. The Company will shall make a notation regarding the restrictions on transfer of the Common Warrants Series A Stock and the Warrant any such Conversion Shares in its books and the same may Series A Stock and 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.. Any legend endorsed on a certificate pursuant to Section 5.7 hereof shall be removed, and the Company shall issue a certificate without such legend to the holder of such security, if such security is being disposed of pursuant to a registration under the Securities Act or pursuant to Rule 144 or any similar rule then in effect. It shall be the Company’s responsibility to take all necessary actions and to bear all such costs to issue the Conversion Shares as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Conversion Shares is to be registered shall be treated as a shareholder of record on and after the Conversion Date. The Company hereby acknowledges that the date of consideration for this Debenture is the Issuance Date of the original Obligations, as outlined in the Debt Conversion Agreement, and shall use all commercially reasonable best efforts to facilitate sales under Rule 144 of the Securities Act