Common use of Legends on Share Certificates Clause in Contracts

Legends on Share Certificates. So long as the Seller's Shares remain subject to the restrictions in this Agreement, each certificate representing the Seller's Shares shall bear the following legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF THE INTEREST REPRESENTED HEREBY WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS BALTEK CORPORATION AND ITS COUNSEL HAVE RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR THE SECURITIES LAWS OF SUCH STATES. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY MAY NOT DIRECTLY OR INDIRECTLY BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF OR BE MADE THE SUBJECT OF A SECURITY INTEREST EXCEPT AS PROVIDED IN THAT CERTAIN AGREEMENT DATED AS OF MARCH ____, 2001, BY AND AMONG BALTEK CORPORATION AND CERTAIN STOCKHOLDERS OF BALTEK CORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICE OF BALTEK CORPORATION. ANY PURPORTED TRANSFER IN VIOLATION OF THAT AGREEMENT SHALL BE VOID.

Legends on Share Certificates. So long as Executive understands and agrees that ----------------------------- the Seller's Shares remain subject Company shall cause legends in substantially the form set forth below to be placed on the restrictions in this AgreementShare certificates evidencing ownership of the Purchased Shares, each certificate representing the Seller's Shares shall bear the following legendstogether with any other legends that may be required by applicable state or federal securities laws: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")) AND MAY NOT BE OFFERED, ASSIGNED, SOLD, PLEDGED OR HYPOTHECATED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER THE ACT AND OR, IN THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF THE INTEREST REPRESENTED HEREBY WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS BALTEK CORPORATION AND ITS COUNSEL HAVE RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER TRANSACTION IS IN COMPLIANCE WITH THE ACT OR THE SECURITIES LAWS OF SUCH STATESACT. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY MAY NOT DIRECTLY OR INDIRECTLY BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND REPURCHASE RIGHTS OF OR BE MADE THE SUBJECT OF A SECURITY INTEREST EXCEPT ISSUER AS PROVIDED SET FORTH IN THAT CERTAIN THE STOCK PURCHASE AGREEMENT DATED AS MAY 15, 2001 BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF MARCH ____, 2001, BY AND AMONG BALTEK CORPORATION AND CERTAIN STOCKHOLDERS OF BALTEK CORPORATIONTHESE SHARES, A COPY OF WHICH AGREEMENT IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF BALTEK CORPORATIONTHE ISSUER. ANY PURPORTED SUCH TRANSFER IN VIOLATION RESTRICTIONS AND REPURCHASE RIGHTS ARE BINDING ON THE ORIGINAL HOLDER AND TRANSFEREES OF THAT AGREEMENT SHALL BE VOIDTHESE SHARES.

Legends on Share Certificates. So long as the Seller's Shares remain subject to the restrictions in this Agreement, The Purchaser acknowledges that each certificate representing evidencing the Seller's Shares (or any Company Shares subsequently acquired by the Purchaser) shall bear appropriate legends, which will include, without limitation, the following restrictive legends, either as an endorsement or on the face thereof: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS, RESTRICTIONS AGAINST TRANSFER AND REPURCHASE RIGHTS) CONTAINED IN THE BURGER KING HOLDINGS, INC. EQUITY INCENTIVE PLAN AND A BOARD MEMBER SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT ENTERED INTO AMONG THE REGISTERED OWNER OF SUCH SHARES, BURGER KING CORPORATION AND BURGER KING HOLDINGS, INC. COPIES OF THE PLAN AND AGREEMENT ARE ON FILE IN THE OFFICE OF THE SECRETARY OF BURGER KING HOLDINGS, INC., AT [ADDRESS]. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR QUALIFIED UNDER THE ANY STATE OR NON-U.S. SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ANY STATE. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT UNLESS (I)(A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE LAWS COMPANY, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH STATES UNDER WHOSE LAWS ACT OR (C) A TRANSFER OF NO-ACTION LETTER FROM THE INTEREST REPRESENTED HEREBY WOULD BE SUBJECT SECURITIES AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO A REGISTRATION REQUIREMENTCOUNSEL FOR THE COMPANY, UNLESS BALTEK CORPORATION SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION AND ITS COUNSEL HAVE RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT (II) SUCH TRANSFER DOES NOT REQUIRE DISPOSITION IS PURSUANT TO REGISTRATION UNDER THE ACT OR THE ANY APPLICABLE STATE AND NON-U.S. SECURITIES LAWS OF SUCH STATESOR AN EXEMPTION THEREFROM. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY MAY NOT DIRECTLY OR INDIRECTLY BE OFFERED FOR SALEIn the event that the restrictive legend set forth on any certificate evidencing Company Shares has ceased to be applicable, SOLDthe Company shall provide the Purchaser, ASSIGNEDor his Purchaser Permitted Transferees, TRANSFERREDat their request, PLEDGEDwithout any expense to such Persons (other than applicable transfer taxes and similar governmental charges, ENCUMBERED OR OTHERWISE DISPOSED OF OR BE MADE THE SUBJECT OF A SECURITY INTEREST EXCEPT AS PROVIDED IN THAT CERTAIN AGREEMENT DATED AS OF MARCH ____if any), 2001, BY AND AMONG BALTEK CORPORATION AND CERTAIN STOCKHOLDERS OF BALTEK CORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICE OF BALTEK CORPORATION. ANY PURPORTED TRANSFER IN VIOLATION OF THAT AGREEMENT SHALL BE VOIDwith new certificates for such securities of like tenor not bearing the legend with respect to which the restriction has ceased and terminated.

Legends on Share Certificates. So long as BJH understands and agrees that the Seller's Shares remain subject Company shall cause legends in substantially the form set forth below to be placed on the restrictions in this AgreementShare certificates evidencing ownership of the Shares, each certificate representing the Seller's Shares shall bear the following legendstogether with any other legends that may be required by applicable state or federal securities laws: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")) AND MAY NOT BE OFFERED, ASSIGNED, SOLD, PLEDGED OR HYPOTHECATED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER THE ACT AND OR, IN THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF THE INTEREST REPRESENTED HEREBY WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS BALTEK CORPORATION AND ITS COUNSEL HAVE RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER TRANSACTION IS IN COMPLIANCE WITH THE ACT OR THE SECURITIES LAWS OF SUCH STATESACT. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY MAY NOT DIRECTLY OR INDIRECTLY BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF OR BE MADE BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SUBJECT OF A SECURITY INTEREST EXCEPT AS PROVIDED IN THAT CERTAIN STOCK ISSUANCE AGREEMENT DATED AS December 30, 2002 BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF MARCH ____, 2001, BY AND AMONG BALTEK CORPORATION AND CERTAIN STOCKHOLDERS OF BALTEK CORPORATIONTHESE SHARES, A COPY OF WHICH AGREEMENT IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF BALTEK CORPORATIONTHE ISSUER. ANY PURPORTED SUCH TRANSFER IN VIOLATION RESTRICTIONS AND REPURCHASE RIGHTS ARE BINDING ON THE ORIGINAL HOLDER AND TRANSFEREES OF THAT AGREEMENT SHALL BE VOIDTHESE SHARES.

Legends on Share Certificates. So long as the Seller's Shares remain subject PSI Parent hereby consents to the restrictions in this Agreement, each placement of the following legends on the stock certificate or certificates representing the Seller's Shares shall bear the following legendsAcquired Shares: “THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "‘SECURITIES ACT"’), AND MAY NOT BE OFFERED OR UNDER SOLD (I) IN THE SECURITIES LAWS UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE LAWS OF PURCHASER IN SUCH STATES TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT NO HEDGING TRANSACTION INVOLVING SUCH SECURITIES IS PERMITTED TO BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER WHOSE LAWS A THE SECURITIES ACT.” “TRANSFER OF THE INTEREST SECURITIES REPRESENTED HEREBY WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS BALTEK CORPORATION AND ITS COUNSEL HAVE RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION BY THIS CERTIFICATE IS RESTRICTED UNDER THE ACT OR THE SECURITIES LAWS OF SUCH STATES. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY MAY NOT DIRECTLY OR INDIRECTLY BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF OR BE MADE THE SUBJECT TERMS OF A SECURITY INTEREST EXCEPT AS PROVIDED IN THAT CERTAIN AGREEMENT SHARE TRANSFER RESTRICTION AGREEMENT, DATED AS OF MARCH ____22, 20012010, BY AND AMONG BALTEK CORPORATION AND CERTAIN STOCKHOLDERS OF BALTEK CORPORATION, TO WHICH THE ISSUER IS PARTY. A COPY OF WHICH THE SHARE TRANSFER RESTRICTION AGREEMENT IS ON FILE AT WILL BE FURNISHED TO ANY HOLDER OF SECURITIES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE DAYS AFTER THE OFFICE ISSUER’S RECEIPT OF BALTEK CORPORATION. ANY PURPORTED TRANSFER IN VIOLATION OF THAT AGREEMENT SHALL BE VOIDA WRITTEN REQUEST THEREFOR.”