Common use of Legends on Share Certificates Clause in Contracts

Legends on Share Certificates. a. For so long as the Common Stock is not Publicly Traded, in addition to any other legends which may be prescribed by law, the following legend (or substantially the following legend) will appear on each certificate representing the Shares issued upon the exercise of each Option: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED AND ARE BEING HELD PURSUANT TO THIS 1998 EXECUTIVE PERFORMANCE EQUITY AGREEMENT OF EB2B COMMERCE, INC., AND MAY ONLY BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF PURSUANT TO THE TERMS THEREOF." b. For so long as the Common Stock is not Publicly Traded, the certificates representing the Shares may, at the absolute discretion of the Company, be subject to a stop transfer order, and bear the following or substantially similar legend and such other legends as may be required by the Company: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS."

Legends on Share Certificates. a. For so long as PSI Parent hereby consents to the Common Stock is not Publicly Traded, in addition to any other legends which may be prescribed by law, placement of the following legend (legends on the stock certificate or substantially the following legend) will appear on each certificate representing the Shares issued upon the exercise of each Option: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED AND ARE BEING HELD PURSUANT TO THIS 1998 EXECUTIVE PERFORMANCE EQUITY AGREEMENT OF EB2B COMMERCE, INC., AND MAY ONLY BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF PURSUANT TO THE TERMS THEREOF." b. For so long as the Common Stock is not Publicly Traded, the certificates representing the Shares may, at the absolute discretion of the Company, be subject to a stop transfer order, and bear the following or substantially similar legend and such other legends as may be required by the CompanyAcquired Shares: "“THE SECURITIES REPRESENTED 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 SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDU.S. PERSON, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1A) 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 EFFECTIVE REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL PURCHASER IN SUCH 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 THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SHARE TRANSFER RESTRICTION AGREEMENT, DATED AS OF MARCH 22, 2010, TO WHICH THE ISSUER IS PARTY. A COPY OF THE SHARE TRANSFER RESTRICTION AGREEMENT WILL BE FURNISHED TO ANY HOLDER OF SUCH SECURITIESSECURITIES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO WITHOUT CHARGE, WITHIN FIVE DAYS AFTER THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWSISSUER’S RECEIPT OF A WRITTEN REQUEST THEREFOR."”

Legends on Share Certificates. a. For so So long as the Common Stock is not Publicly TradedSeller's Shares remain subject to the restrictions in this Agreement, in addition to any other legends which may be prescribed by law, the following legend (or substantially the following legend) will appear on each certificate representing the Seller's Shares issued upon the exercise of each Option: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED AND ARE BEING HELD PURSUANT TO THIS 1998 EXECUTIVE PERFORMANCE EQUITY AGREEMENT OF EB2B COMMERCE, INC., AND MAY ONLY BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF PURSUANT TO THE TERMS THEREOF." b. For so long as the Common Stock is not Publicly Traded, the certificates representing the Shares may, at the absolute discretion of the Company, be subject to a stop transfer order, and shall bear the following or substantially similar legend and such other legends as may be required by the Companylegends: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE UNDER THE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR OF ANY STATE. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN HEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL MADE EXCEPT PURSUANT TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT 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 APPLICABLE STATE THE SECURITIES LAWSLAWS 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. a. For so long as Executive understands and agrees that ----------------------------- the Common Stock is not Publicly TradedCompany shall cause legends in substantially the form set forth below to be placed on the Share certificates evidencing ownership of the Purchased Shares, in addition to together with any other legends which may be prescribed by law, the following legend (or substantially the following legend) will appear on each certificate representing the Shares issued upon the exercise of each Option: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED AND ARE BEING HELD PURSUANT TO THIS 1998 EXECUTIVE PERFORMANCE EQUITY AGREEMENT OF EB2B COMMERCE, INC., AND MAY ONLY BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF PURSUANT TO THE TERMS THEREOF." b. For so long as the Common Stock is not Publicly Traded, the certificates representing the Shares may, at the absolute discretion of the Company, be subject to a stop transfer order, and bear the following or substantially similar legend and such other legends as that may be required by the Companyapplicable state or federal securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS ) AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, ASSIGNED, SOLD, PLEDGEDPLEDGED OR HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED TRANSFERRED, UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) OR, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANYISSUER OF THESE SECURITIES, THAT SUCH SECURITIES TRANSACTION IS IN COMPLIANCE WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND REPURCHASE RIGHTS OF THE ISSUER AS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATED MAY 15, 2001 BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN OBTAINED AT THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER PRINCIPAL OFFICE OF THE ACT OR APPLICABLE STATE SECURITIES LAWSISSUER. SUCH TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS ARE BINDING ON THE ORIGINAL HOLDER AND TRANSFEREES OF THESE SHARES."

Legends on Share Certificates. a. For so long as The Purchaser acknowledges that each certificate evidencing the Common Stock is not Publicly TradedShares (or any Company Shares subsequently acquired by the Purchaser) shall bear appropriate legends, in addition to any other legends which may be prescribed by lawwill include, without limitation, the following legend (restrictive legends, either as an endorsement or substantially on the following legend) will appear on each certificate representing the Shares issued upon the exercise of each Optionface thereof: "THE SECURITIES REPRESENTED BY TRANSFERABILITY OF THIS CERTIFICATE HAVE BEEN ISSUED AND THE SHARES OF STOCK REPRESENTED HEREBY ARE BEING HELD PURSUANT SUBJECT TO THIS 1998 EXECUTIVE PERFORMANCE 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 EB2B COMMERCESUCH 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., AND MAY ONLY BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF PURSUANT TO AT [ADDRESS]. THE TERMS THEREOF." b. For so long as the Common Stock is not Publicly Traded, the certificates representing the Shares may, at the absolute discretion of the Company, be subject to a stop transfer order, and bear the following or substantially similar legend and such other legends as may be required by the Company: "THE SECURITIES 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 ANY STATE OR NON-U.S. SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED, ASSIGNED HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (1I)(A) A SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR OF 1933, AS AMENDED, (2B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESCOUNSEL, WHICH OPINION AND COUNSEL AND OPINION ARE SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN DISPOSITION IS EXEMPT FROM THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE PROVISIONS OF SECTION 5 OF SUCH ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION AND (II) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE AND NON-U.S. SECURITIES LAWSLAWS OR AN EXEMPTION THEREFROM. In the event that the restrictive legend set forth on any certificate evidencing Company Shares has ceased to be applicable, the Company shall provide the Purchaser, or his Purchaser Permitted Transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legend with respect to which the restriction has ceased and terminated."