Common use of Stock Legends Clause in Contracts

Stock Legends. Each certificate evidencing the Initial ------------- Shares and any shares of the Company Common Stock hereafter issued shall bear the following legends at the time of issuance: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY ___________ [*] Confidential Treatment Requested. STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT IN COMPLIANCE WITH SUCH ACT AND LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE PROCEDURES AND RESTRICTIONS SET FORTH IN THE JOINT VENTURE FORMATION AND STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 19, 1998 (THE "STOCKHOLDERS AGREEMENT"), AMONG INTERACTIVE PREVUE GUIDE, INC. ("THE CORPORATION"), UNITED VIDEO SATELLITE GROUP, INC., PREVUE VENTURES, INC. GEMSTAR INTERNATIONAL GROUP LIMITED AND GSUB CORPORATION, COPIES OF WHICH ARE FILED AT THE PRINCIPAL OFFICE OF THE CORPORATION AND ARE AVAILABLE TO ANY HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. ANY PURPORTED DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID AND OF NO EFFECT. AS USED HEREIN, THE TERM "DISPOSE" (INCLUDING ITS CORRELATIVE MEANINGS "DISPOSED OF" AND "DISPOSITION"), WITH RESPECT TO ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, MEANS TO SELL, EXCHANGE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY SUCH INTEREST, EXCEPT BY OPERATION OF LAW IN CONNECTION WITH A MERGER OR CONSOLIDATION OF THE CORPORATION.

Stock Legends. Each certificate evidencing Certificates for the Initial ------------- Shares and any shares of the Company Common Stock hereafter issued shall bear the following legends at the time of issuancesubstantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY ___________ [*] Confidential Treatment Requested. UNDER STATE SECURITIES LAWS AND LAWS. THESE SECURITIES MAY NOT BE SOLD RESOLD OR OFFERED FOR SALE EXCEPT IN COMPLIANCE WITH SUCH TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES OF SHARES. IN ACCORDANCE WITH SECTION 16-10a-625 OF THE UTAH REVISED BUSINESS CORPORATION ACT, UPON WRITTEN REQUEST BY THE SHAREHOLDER, THE CORPORATION WILL FURNISH, WITHOUT CHARGE, A SUMMARY OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS APPLICABLE TO EACH CLASS OF SHARES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE DISPOSED ARE SUBJECT TO THE TERMS AND CONDITIONS OF, EXCEPT IN ACCORDANCE WITH THE PROCEDURES AND RESTRICTIONS ON TRANSFER SET FORTH IN THE JOINT VENTURE FORMATION AND STOCKHOLDERS AGREEMENT IN, A STOCKHOLDERS' AGREEMENT, DATED AS OF JANUARY 191, 1998 (THE "STOCKHOLDERS AGREEMENT")1998, AMONG INTERACTIVE PREVUE GUIDEAS AMENDED, INC. ("THE CORPORATION"), UNITED VIDEO SATELLITE GROUP, INC., PREVUE VENTURES, INC. GEMSTAR INTERNATIONAL GROUP LIMITED AND GSUB CORPORATION, COPIES A COPY OF WHICH ARE FILED AT IS ON FILE WITH THE PRINCIPAL OFFICE SECRETARY OF THE CORPORATION COMPANY, AND ARE AVAILABLE TO ANY HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. ANY PURPORTED DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS SHALL MAY BE VOID AND OF NO EFFECT. SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, ENCUMBERED, OTHERWISE GRANTED AS USED HEREINSECURITY, THE TERM "DISPOSE" (INCLUDING ITS CORRELATIVE MEANINGS "OR OTHERWISE DISPOSED OF" AND "DISPOSITION"), WITH RESPECT TO ANY INTEREST ONLY IN ACCORDANCE THEREWITH. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF, MEANS TO SELLAND RESTRICTIONS ON TRANSFER SET FORTH IN, EXCHANGEAN OPTION CANCELLATION AND RESTRICTED STOCK PURCHASE AGREEMENT, ASSIGNDATED AS OF FEBRUARY 22 1999, TRANSFERA COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, PLEDGEAND MAY BE SOLD, HYPOTHECATE ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, ENCUMBERED, OTHERWISE GRANTED AS SECURITY, OR OTHERWISE DISPOSE OF ANY SUCH INTERESTDISPOSED OF, EXCEPT BY OPERATION OF LAW ONLY IN CONNECTION WITH A MERGER OR CONSOLIDATION OF THE CORPORATIONACCORDANCE THEREWITH.

Stock Legends. Each certificate The Mining Group hereby agrees with the Company and Harborview as follows: Securities Act Legend Accredited Investors. The certificates evidencing the Initial ------------- Shares and any shares of the Company Common Stock hereafter issued shall to the Mining Group will bear the following legends at the time of issuancelegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY ___________ [*] Confidential Treatment Requested. STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, ASSIGNED OR OFFERED FOR SALE OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND LAWS. APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY NOT BE DISPOSED OFOFFERED, EXCEPT SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROCEDURES AND RESTRICTIONS SET FORTH IN THE JOINT VENTURE FORMATION AND STOCKHOLDERS AGREEMENT DATED AS PROVISIONS OF JANUARY 19, 1998 (THE "STOCKHOLDERS AGREEMENT"), AMONG INTERACTIVE PREVUE GUIDE, INC. ("THE CORPORATION"), UNITED VIDEO SATELLITE GROUP, INC., PREVUE VENTURES, INC. GEMSTAR INTERNATIONAL GROUP LIMITED AND GSUB CORPORATION, COPIES OF WHICH ARE FILED AT THE PRINCIPAL OFFICE OF THE CORPORATION AND ARE AVAILABLE TO ANY HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. ANY PURPORTED DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID AND OF NO EFFECT. AS USED HEREIN, THE TERM "DISPOSE" (INCLUDING ITS CORRELATIVE MEANINGS "DISPOSED OF" AND "DISPOSITION"), WITH RESPECT TO ANY INTEREST IN REGULATION S PROMULGATED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATEACT, MEANS AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO SELLTHE COMPANY, EXCHANGE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE THAT THE PROVISIONS OF ANY SUCH INTEREST, EXCEPT BY OPERATION OF LAW IN CONNECTION WITH A MERGER OR CONSOLIDATION OF THE CORPORATIONREGULATION S HAVE BEEN SATISFIED.

Stock Legends. Each certificate evidencing The Pearl Shareholder hereby agrees with the Initial ------------- Acquiror Company to the inclusion, as applicable of the following legends, or legends substantially similar, on the certificates for the Exchange Shares and any shares of the Company Common Stock hereafter issued shall bear the following legends at the time of issuanceother legend required under any applicable Law, including, without limitation, any United States state corporate and state securities law, or contract: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY ___________ [*] Confidential Treatment Requested. STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, ASSIGNED OR OFFERED FOR SALE OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE 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 BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE ISSUER, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE DISPOSED OF, EXCEPT CONDUCTED UNLESS IN ACCORDANCE COMPLIANCE WITH THE PROCEDURES AND RESTRICTIONS SET FORTH IN THE JOINT VENTURE FORMATION AND STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 19, 1998 (THE "STOCKHOLDERS AGREEMENT"), AMONG INTERACTIVE PREVUE GUIDE, INC. ("THE CORPORATION"), UNITED VIDEO SATELLITE GROUP, INCACT., PREVUE VENTURES, INC. GEMSTAR INTERNATIONAL GROUP LIMITED AND GSUB CORPORATION, COPIES OF WHICH ARE FILED AT THE PRINCIPAL OFFICE OF THE CORPORATION AND ARE AVAILABLE TO ANY HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. ANY PURPORTED DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID AND OF NO EFFECT. AS USED HEREIN, THE TERM "DISPOSE" (INCLUDING ITS CORRELATIVE MEANINGS "DISPOSED OF" AND "DISPOSITION"), WITH RESPECT TO ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, MEANS TO SELL, EXCHANGE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY SUCH INTEREST, EXCEPT BY OPERATION OF LAW IN CONNECTION WITH A MERGER OR CONSOLIDATION OF THE CORPORATION.

Stock Legends. Each certificate evidencing WealthCraft Shareholder hereby agrees with the Initial ------------- Acquiror Company to the inclusion, as applicable of the following legends, or legends substantially similar, on the certificates for the Exchange Shares and any shares of the Company Common Stock hereafter issued shall bear the following legends at the time of issuanceother legend required under any applicable Law, including, without limitation, any United States state corporate and state securities law, or contract: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR ANY ___________ [*] Confidential Treatment Requested. STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, ASSIGNED OR OFFERED FOR SALE OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE 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 BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE ISSUER, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE DISPOSED OF, EXCEPT CONDUCTED UNLESS IN ACCORDANCE COMPLIANCE WITH THE PROCEDURES AND RESTRICTIONS SET FORTH IN THE JOINT VENTURE FORMATION AND STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 19, 1998 (THE "STOCKHOLDERS AGREEMENT"), AMONG INTERACTIVE PREVUE GUIDE, INC. ("THE CORPORATION"), UNITED VIDEO SATELLITE GROUP, INCACT., PREVUE VENTURES, INC. GEMSTAR INTERNATIONAL GROUP LIMITED AND GSUB CORPORATION, COPIES OF WHICH ARE FILED AT THE PRINCIPAL OFFICE OF THE CORPORATION AND ARE AVAILABLE TO ANY HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. ANY PURPORTED DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID AND OF NO EFFECT. AS USED HEREIN, THE TERM "DISPOSE" (INCLUDING ITS CORRELATIVE MEANINGS "DISPOSED OF" AND "DISPOSITION"), WITH RESPECT TO ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, MEANS TO SELL, EXCHANGE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY SUCH INTEREST, EXCEPT BY OPERATION OF LAW IN CONNECTION WITH A MERGER OR CONSOLIDATION OF THE CORPORATION.

Stock Legends. Each certificate CMGO hereby agrees with HDSI as follows: A. Securities Act Legend Accredited Investors. The certificates evidencing the Initial ------------- Shares and any shares of the Company Common HDSI Stock hereafter issued shall to SirenGPS will bear the following legends at the time of issuancelegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY ___________ [*] Confidential Treatment Requested. STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, ASSIGNED OR OFFERED FOR SALE OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND LAWS. APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY NOT BE DISPOSED OFOFFERED, EXCEPT SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROCEDURES AND RESTRICTIONS SET FORTH IN THE JOINT VENTURE FORMATION AND STOCKHOLDERS AGREEMENT DATED AS PROVISIONS OF JANUARY 19, 1998 (THE "STOCKHOLDERS AGREEMENT"), AMONG INTERACTIVE PREVUE GUIDE, INC. ("THE CORPORATION"), UNITED VIDEO SATELLITE GROUP, INC., PREVUE VENTURES, INC. GEMSTAR INTERNATIONAL GROUP LIMITED AND GSUB CORPORATION, COPIES OF WHICH ARE FILED AT THE PRINCIPAL OFFICE OF THE CORPORATION AND ARE AVAILABLE TO ANY HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. ANY PURPORTED DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID AND OF NO EFFECT. AS USED HEREIN, THE TERM "DISPOSE" (INCLUDING ITS CORRELATIVE MEANINGS "DISPOSED OF" AND "DISPOSITION"), WITH RESPECT TO ANY INTEREST IN REGULATION S PROMULGATED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATEACT, MEANS AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO SELLTHE COMPANY, EXCHANGETHAT THE PROVISIONS OF REGULATIONS HAVE BEEN SATISFIED. B. Other Legends. The certificates representing such HDSI Stock To CMGO, ASSIGNand each certificate issued in transfer thereof, TRANSFERwill also bear any other legend required under any applicable law, PLEDGEincluding, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY SUCH INTERESTwithout limitation, EXCEPT BY OPERATION OF LAW IN CONNECTION WITH A MERGER OR CONSOLIDATION OF THE CORPORATION.any U.S. state corporate and state securities law, or contract. C.

Stock Legends. Each certificate Trinterprise Member hereby agrees with InovaChem as follows: Securities Act Legend. The certificates evidencing the Initial ------------- Shares and any shares of the Company Common Merger Stock hereafter issued shall will bear the following legends at the time of issuancelegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”), OR ANY ___________ [*] Confidential Treatment Requested. STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, ASSIGNED OR OFFERED FOR SALE OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND LAWS. APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY NOT BE DISPOSED OFOFFERED, EXCEPT IN ACCORDANCE WITH THE PROCEDURES AND RESTRICTIONS SET FORTH SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE JOINT VENTURE FORMATION AND STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 19, 1998 (MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE "STOCKHOLDERS AGREEMENT"), AMONG INTERACTIVE PREVUE GUIDE, INC. ("THE CORPORATION"), UNITED VIDEO SATELLITE GROUP, INC., PREVUE VENTURES, INC. GEMSTAR INTERNATIONAL GROUP LIMITED AND GSUB CORPORATION, COPIES OF WHICH ARE FILED AT THE PRINCIPAL OFFICE REGISTRATION REQUIREMENTS OF THE CORPORATION SECURITIES ACT AND ARE AVAILABLE TO ANY HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. ANY PURPORTED DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID AND OF NO EFFECT. AS USED HEREIN, THE TERM "DISPOSE" (INCLUDING ITS CORRELATIVE MEANINGS "DISPOSED OF" AND "DISPOSITION"), WITH RESPECT TO ANY INTEREST IN THE APPLICABLE STATE SECURITIES REPRESENTED BY THIS CERTIFICATE, MEANS TO SELL, EXCHANGE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY SUCH INTEREST, EXCEPT BY OPERATION OF LAW IN CONNECTION WITH A MERGER OR CONSOLIDATION OF THE CORPORATIONLAWS.

Stock Legends. Each certificate evidencing Lender agrees to the imprinting, so long as is required by this Section 5, of the following legend on its Amended and Restated Notes, the Initial ------------- Conversion Shares and any shares of the Company Common Stock hereafter issued shall bear the following legends at the time of issuanceConversion Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY 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 OR ANY ___________ [*] Confidential Treatment Requested. STATE 1933, AS AMENDED (THE “SECURITIES LAWS AND ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR OFFERED FOR SALE EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN COMPLIANCE WITH SUCH A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE PROCEDURES AND RESTRICTIONS SET FORTH IN THE JOINT VENTURE FORMATION AND STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 19APPLICABLE STATE SECURITIES LAWS. The Initial Conversion Shares and Conversion Shares shall not contain the legend set forth above if the issuance thereof occurs at any time while the registration statement (“Registration Statement”) filed pursuant to the Registration Rights Agreement is effective under the Securities Act, 1998 (THE "STOCKHOLDERS AGREEMENT")or in the event that the Initial Conversion Shares and Conversion Shares may be sold pursuant to Rule 144(k) under the Securities Act. The Company agrees that it will provide each Lender, AMONG INTERACTIVE PREVUE GUIDEupon request, INCwith a certificate or certificates representing Initial Conversion Shares or Conversion Shares free from such legend at such time as such legend is no longer required hereunder. ("THE CORPORATION")Each Lender agrees that, UNITED VIDEO SATELLITE GROUPin connection with any transfer of Initial Conversion Shares or Conversion Shares by it pursuant to an effective registration statement under the Securities Act, INCit will comply with the prospectus delivery requirements of the Securities Act provided copies of a current prospectus relating to such effective registration statement are or have been supplied to such Lender., PREVUE VENTURES, INC. GEMSTAR INTERNATIONAL GROUP LIMITED AND GSUB CORPORATION, COPIES OF WHICH ARE FILED AT THE PRINCIPAL OFFICE OF THE CORPORATION AND ARE AVAILABLE TO ANY HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. ANY PURPORTED DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID AND OF NO EFFECT. AS USED HEREIN, THE TERM "DISPOSE" (INCLUDING ITS CORRELATIVE MEANINGS "DISPOSED OF" AND "DISPOSITION"), WITH RESPECT TO ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, MEANS TO SELL, EXCHANGE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY SUCH INTEREST, EXCEPT BY OPERATION OF LAW IN CONNECTION WITH A MERGER OR CONSOLIDATION OF THE CORPORATION.

Stock Legends. Each certificate evidencing the Initial ------------- Shares and any shares of the Company Common Stock hereafter issued shall bear the following legends at the time of issuance: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY ___________ [*] Confidential Treatment Requested. STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT IN COMPLIANCE WITH SUCH ACT AND LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE PROCEDURES AND RESTRICTIONS SET FORTH IN THE JOINT VENTURE FORMATION AND STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 19, 1998 (THE "STOCKHOLDERS AGREEMENT"), AMONG INTERACTIVE PREVUE GUIDE, INC. ("THE CORPORATION"), UNITED VIDEO SATELLITE GROUP, INC., PREVUE VENTURES, INC. [*] GEMSTAR INTERNATIONAL GROUP LIMITED AND GSUB CORPORATION[*], COPIES OF WHICH ARE FILED AT THE PRINCIPAL OFFICE OF THE CORPORATION AND ARE AVAILABLE TO ANY HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. ANY PURPORTED DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID AND OF NO EFFECT. AS USED HEREIN, THE TERM "DISPOSE" (INCLUDING ITS CORRELATIVE MEANINGS "DISPOSED OF" AND "DISPOSITION"), WITH RESPECT TO ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, MEANS TO SELL, EXCHANGE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY SUCH INTEREST, EXCEPT BY OPERATION OF LAW IN CONNECTION WITH A MERGER OR CONSOLIDATION OF THE CORPORATION.