Common use of RESTRICTED SHARES/LEGEND Clause in Contracts

RESTRICTED SHARES/LEGEND. Warrantholder understands that the Company will treat the Shares issuable upon the exercise of the Warrant under this Warrant as “restricted securities” as that term is defined in Rule 144 promulgated under the Act, regardless of whether such shares are deemed to have been issued in a transaction involving a public offering, and unless a registration statement relating to the resale of the Shares shall then be effective under the Act, shall bear a legend in the form substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE “LAWS”). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION AND QUALIFICATION OF THESE SECURITIES UNDER THE ACT AND THE LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND THE LAWS. Warrantholder agrees that any issuance by the Company of Shares without the above restrictive legend is predicated upon the Company’s reliance that Warrantholder will sell any Shares pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

RESTRICTED SHARES/LEGEND. Warrantholder Holder understands that the Company will treat the Shares issuable upon the exercise of the Warrant under this Warrant as “restricted securities” as that term is defined in Rule 144 promulgated under the Act, regardless of whether such shares are deemed to have been issued in a transaction involving a public offering, and unless a registration statement relating to the resale of the Shares shall then be effective under the Act, shall bear a legend in the form substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE “LAWS”). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION AND QUALIFICATION OF THESE SECURITIES UNDER THE ACT AND THE LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND THE LAWS. Warrantholder Holder agrees that any issuance by the Company of Shares without the above restrictive legend is predicated upon the Company’s reliance that Warrantholder Holder will sell any Shares pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

RESTRICTED SHARES/LEGEND. Warrantholder understands that The Shares have not been registered under the Company will treat Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. Each certificate evidencing Shares issuable and each certificate issued in exchange for or upon the exercise Transfer of the Warrant under this Warrant any Shares (if such securities remain Shares as “restricted securities” as that term is defined in Rule 144 promulgated under the Act, regardless of whether herein after such shares are deemed to have been issued in a transaction involving a public offering, and unless a registration statement relating to the resale of the Shares Transfer) shall then be effective under the Act, shall bear stamped or otherwise imprinted with a legend in substantially the form substantially as followsfollowing form: THESE "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “"ACT”) OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE “LAWS”"). THESE SECURITIES , AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION AND QUALIFICATION OF THESE SECURITIES STATEMENT UNDER THE ACT AND THE LAWS OR AN OPINION EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE SHAREHOLDERS AGREEMENT, DATED AS OF COUNSEL REASONABLY SATISFACTORY SEPTEMBER 16, 1998, AS AMENDED AND MODIFIED FROM TIME TO TIME, AMONG THE ISSUER (THE "COMPANY"), AND CERTAIN INVESTORS. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SHARES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE ISSUER THAT SUCH REGISTRATION HOLDER HEREOF UPON WRITTEN REQUEST AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND THE LAWSWITHOUT CHARGE." The Company shall imprint such legend on certificates evidencing the Shares. Warrantholder agrees that any issuance by The legend set forth above shall be removed from the Company of Shares without the above restrictive legend is predicated upon the Company’s reliance that Warrantholder will sell certificates evidencing any Shares pursuant which cease to either be Shares in accordance with the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefromdefinition thereof.