Common use of Permitted Sales; Legends Clause in Contracts

Permitted Sales; Legends. Notwithstanding the foregoing representations, the Company agrees that it will permit a sale or other transfer of any of the Purchased Shares and Conversion Shares if such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Securities Act and applicable state securities or "blue-sky" laws. The certificates representing the Purchased Shares and the Conversion Shares shall bear a legend evidencing such restriction on transfer substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES AND ITS TERRITORIES, POSSESSIONS OR THE SECURITIES LAWS OF ANY FOREIGN JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN OPINION OF COUNSEL SATISFACTORY TO STARMEDIA NETWORK, INC. IS RECEIVED STATING THAT SUCH TRANSACTION IS NOT SUBJECT TO THE REGISTRATION AND/OR PROSPECTUS DELIVERY REQUIREMENTS OF ANY SUCH JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT STARMEDIA NETWORK, INC. MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY SECTION 4(2) THEREUNDER AND/OR THE PROVISIONS OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933.

Permitted Sales; Legends. Notwithstanding the foregoing representations, the Company agrees that it will permit (i) a distribution of Purchased Shares and the Option Shares by a Purchaser to one or more Permitted Transferees, if the Permitted Transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original purchaser hereunder and (ii) subject to the provisions of Section 9.16 hereof, a sale or other transfer of any of the Purchased Shares and Conversion the Option Shares if such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Securities Act and applicable state securities or "blue-sky" laws. The certificates representing the Purchased Shares and the Conversion Option Shares shall bear a legend evidencing such restriction on transfer substantially in the following form: THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES LAWS OF ANY STATE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR OTHER JURISDICTION WITHIN IN CONNECTION WITH, THE UNITED STATES AND ITS TERRITORIES, POSSESSIONS SALE OR THE SECURITIES LAWS OF ANY FOREIGN JURISDICTIONDISTRIBUTION THEREOF. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN SUCH SHARES MAY NOT BE REOFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, ENCUMBERED, PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT OR UNLESS AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLE SATISFACTORY TO STARMEDIA NETWORKXXXXXXXXX.XXX, INC. IS RECEIVED STATING (THE "COMPANY"), THAT SUCH TRANSACTION REGISTRATION IS NOT REQUIRED UNDER THE ACT. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE REGISTRATION AND/OR PROSPECTUS DELIVERY REQUIREMENTS PROVISIONS OF ANY SUCH JURISDICTION. EACH PURCHASER A SECURITIES PURCHASE AGREEMENT (THE "AGREEMENT"), DATED AS OF AUGUST 7, 2000, BY AND AMONG THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT STARMEDIA NETWORKCOMPANY, GO2NET, INC. MAY AND VULCAN VENTURES INC., WHICH, INTER ALIA, RESTRICT THE TRANSFERABILITY OF SUCH SHARES IN CERTAIN CASES. A COPY OF THE AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE RIGHTS AGENT THEREUNDER (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE RELYING EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE EXEMPTION FROM DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE PROVISIONS RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SECTION 5 OF THE SECURITIES ACT PROVIDED SUCH PERSON OR BY SECTION 4(2) THEREUNDER AND/OR THE PROVISIONS OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID."