Common use of Securities Law Issues Clause in Contracts

Securities Law Issues. (a) The Allia Shareholder has received and had an opportunity to review Net2Phone's Annual Report on Form 10-K for the fiscal year ended July 31, 1999 and Net2Phone's Quarterly Report on Form 10-Q for the quarter ended January 31, 2000 and the Allia Shareholder is aware of and has access to all other filings by Net2Phone with the SEC since January 31, 1999. (b) The Allia Shareholder is familiar with Rule 144 of the Securities Act and understands and agrees that (i) the resale limitations imposed thereby will be applicable to all the Affiliates of Net2Phone and (ii) any stock certificate evidencing the Net2Phone Shares issued to an Allia Shareholder may (as determined by Net2Phone in its sole discretion) have the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), (II) IN CONFORMITY WITH THE VOLUME AND OTHER LIMITATIONS OF RULE 144 OF THE ACT, EVIDENCED BY A LETTER OF REPRESENTATION IN A FORM REASONABLY SATISFACTORY TO THE CORPORATION, OR (III) IN A TRANSACTION WHICH, IN THE OPINION OF INDEPENDENT COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION OR AS DESCRIBED IN A "NO ACTION" OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT.

Securities Law Issues. (a) The Allia Shareholder Such Seller has received and had an opportunity to review Net2PhoneBuyer's Annual Report on Form 10-K for the fiscal year ended July December 31, 1999 and Net2Phone's Quarterly Report on Form 10-Q for the quarter ended January 312000, 2000 and the Allia Shareholder such Seller is aware of and has access to all other filings by Net2Phone with Buyer SEC Reports and such Seller has had the SEC since January 31opportunity to ask officers of Buyer questions regarding the business, 1999operations and prospects of Buyer. (b) The Allia Shareholder Such Seller is familiar with Rule 144 of the Securities Act and understands and agrees that (i) investing in Buyer Common Stock involves risks, which risks are discussed in the resale limitations imposed thereby will be applicable to all the Affiliates of Net2Phone Buyer SEC Reports and (ii) any such Seller will not sell the Buyer Shares issued to such Seller except pursuant to such Rule 144, an effective registration statement under the Securities Act or an available exemption from registration thereunder. Any stock certificate evidencing the Net2Phone Buyer Shares issued to an Allia Shareholder a Seller may (as determined by Net2Phone in its sole discretion) have the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE BE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ) OR (II) IN CONFORMITY WITH THE VOLUME AND OTHER LIMITATIONS OF PURSUANT TO RULE 144 OF THE ACT, EVIDENCED BY A LETTER OF REPRESENTATION IN A FORM REASONABLY SATISFACTORY TO THE CORPORATION, OR (III) IN A TRANSACTION WHICH, IN THE OPINION OF INDEPENDENT COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION OR AS DESCRIBED IN A "NO ACTION" OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT.

Securities Law Issues. (a) The Allia Shareholder CVC has received and had an opportunity to review Net2PhoneBuyer's 1998 Annual Report to Stockholders, Buyer's Annual Report on Form 10-K for the fiscal year ended July March 31, 1999 1998 and Net2PhoneBuyer's Quarterly Report on Form 10-Q definitive proxy statement for the quarter ended January 31its 1998 Annual Meeting of Stockholders, 2000 and the Allia Shareholder CVC is aware of and has access to all other Buyer Public Reports and other filings by Net2Phone Buyer with the SEC since January March 31, 19991998. (b) The Allia Shareholder CVC is familiar with Rule 144 145 of the Securities Act and understands and agrees that (i) the resale limitations imposed thereby will be applicable to all the Affiliates of Net2Phone Seller Affiliates, including CVC, and (ii) any stock certificate evidencing the Net2Phone Buyer Shares issued to an Allia Shareholder a Seller Affiliate may (as determined by Net2Phone in its sole discretion) have the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), (II) IN CONFORMITY WITH THE VOLUME AND OTHER LIMITATIONS OF RULE 144 145 OF THE ACT, EVIDENCED BY A LETTER OF REPRESENTATION IN A FORM REASONABLY SATISFACTORY TO THE CORPORATION, OR (III) IN A TRANSACTION WHICH, IN THE OPINION OF INDEPENDENT COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION OR AS DESCRIBED IN A "NO ACTION" OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT.

Securities Law Issues. (a) The Allia Aplio Shareholder has received and had an opportunity to review Net2Phone's Annual Report on Form 10-K for the fiscal year ended July 31, 1999 and Net2Phone's Quarterly Report on Form 10-Q for the quarter ended January 31, 2000 and the Allia Aplio Shareholder is aware of and has access to all other filings by Net2Phone with the SEC since January 31, 1999. (b) The Allia Aplio Shareholder is familiar with Rule 144 of the Securities Act and understands and agrees that (i) the resale limitations imposed thereby will be applicable to all the Affiliates of Net2Phone and (ii) any stock certificate evidencing the shares of Net2Phone Shares Common Stock issued to an Allia Aplio Shareholder may (as determined by Net2Phone in its sole discretion) have the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), (II) IN CONFORMITY WITH THE VOLUME AND OTHER LIMITATIONS OF RULE 144 OF THE ACT, EVIDENCED BY A LETTER OF REPRESENTATION IN A FORM REASONABLY SATISFACTORY TO THE CORPORATION, OR (III) IN A TRANSACTION WHICH, IN THE OPINION OF INDEPENDENT COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION OR AS DESCRIBED IN A "NO ACTION" OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT.