Common use of Purchased Shares and Underlying Shares Clause in Contracts

Purchased Shares and Underlying Shares. PBT agrees that the certificates for the WinWin Shares and Underlying WinWin Shares shall bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. PBT agrees that WinWin may place stop transfer orders with its transfer agent with respect to such certificates in order to implement the restrictions on transfer set forth in this Agreement. The appropriate portion of the legend and the stop transfer orders will be removed promptly upon delivery to WinWin of such satisfactory evidence as reasonably may be required by WinWin that such legend or stop orders are not required to ensure compliance with the Securities Act.

Purchased Shares and Underlying Shares. PBT The Purchaser agrees that the certificates for the WinWin Purchased Shares and the Underlying WinWin Shares shall bear the following legend: THESE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR WITH ANY STATE SECURITIES COMMISSION, AND, ACCORDINGLY, AND MAY NOT BE OFFERED TRANSFERRED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THIS LEGEND DOES NOT RESTRICT THE SECURITIES FROM BEING PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTSECURITIES.” In addition, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. PBT the Purchaser agrees that WinWin the Company may place stop transfer orders with its transfer agent with respect to such certificates in order to implement the restrictions on transfer set forth in this Agreement. The appropriate portion of the legend and the stop transfer orders will be removed promptly upon delivery to WinWin the Company of such satisfactory evidence as reasonably may be required by WinWin the Company that such legend or stop orders are not required to ensure compliance with the Securities Act.

Purchased Shares and Underlying Shares. PBT The Purchaser agrees that the certificates for the WinWin Purchased Shares and the Underlying WinWin Shares shall bear the following legend: THESE "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”)") OR WITH ANY STATE SECURITIES COMMISSION, AND, ACCORDINGLY, AND MAY NOT BE OFFERED TRANSFERRED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TOTHE TIME SET FOR TRANSFER, THE REGISTRATION REQUIREMENTS HOLDER PROVIDES A REASONABLY ACCEPTABLE LEGAL OPINION TO THE COMPANY THAT SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT AND IN ACCORDANCE WITH OTHER APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTAND RULES." In addition, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. PBT the Purchaser agrees that WinWin the Company may place stop transfer orders with its transfer agent with respect to such certificates in order to implement the restrictions on transfer set forth in this Agreement. The appropriate portion of the legend and the stop transfer orders will be removed promptly upon delivery to WinWin the Company of such satisfactory evidence as reasonably may be required by WinWin the Company that such legend or stop orders are not required to ensure compliance with the Securities Act.

Purchased Shares and Underlying Shares. PBT The Purchaser agrees that the certificates for the WinWin Purchased Shares and the Underlying WinWin Shares shall bear the following legend: THESE "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”)") OR WITH ANY STATE SECURITIES COMMISSION, AND, ACCORDINGLY, AND MAY NOT BE OFFERED TRANSFERRED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO AN AVAILABLE EXEMPTION FROMTHE TIME SET FOR TRANSFER, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT AND IN ACCORDANCE WITH OTHER APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTAND RULES." In addition, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. PBT the Purchaser agrees that WinWin the Company may place stop transfer orders with its transfer agent with respect to such certificates in order to implement the restrictions on transfer set forth in this Agreement. The appropriate portion of the legend and the stop transfer orders will be removed promptly upon delivery to WinWin the Company of such satisfactory evidence as reasonably may be required by WinWin the Company that such legend or stop orders are not required to ensure compliance with the Securities Act.