Common use of Stock Restrictions Clause in Contracts

Stock Restrictions. In addition to any legend imposed by applicable state securities laws (including by the Commissioner), the certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear restrictive legends (and stop transfer orders shall be placed against the transfer thereof with NetChannel's transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE HOLDER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Stock Restrictions. In addition to any legend imposed by applicable state securities laws (including by the Commissioner), the a) The certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred Buyer Stock issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear a restrictive legend or legends (and stop transfer orders shall be placed against the transfer thereof with NetChannelBuyer's transfer agent), stating substantially as follows: : (i) THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, AND OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES RELATED THERETO OR THE HOLDER RECEIVES AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY STATING THAT SUCH SALEREGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933." (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, TRANSFERA COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY." (iii) Any legend required by the securities laws of any state. (b) The certificates representing the shares of Escrow Stock issued pursuant to this Agreement shall bear an additional legend, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM stating substantially as follows: "THE REGISTRATION SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A COMPANY REPURCHASE OPTION AS SET FORTH IN SECTION 7 OF THE EMPLOYMENT AGREEMENT DATED MARCH 17, 1998 BETWEEN THE COMPANY, XXXXX XXXXXXXXX AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTMEDLYNX LLC."

Stock Restrictions. In addition to any legend imposed by applicable state securities laws (including or by any contract that continues in effect after the Commissioner)Effective Time, the certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred Parent Common Stock issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear a restrictive legends legend (and stop transfer orders shall be placed against the transfer thereof with NetChannelthe Parent's transfer agentTransfer Agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES RELATED THERETO, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY STATING COMPANY, THAT SUCH SALEREGISTRATION IS NOT REQUIRED UNDER THE ACT, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT A NO-ACTION LETTER FROM THE REGISTRATION SECURITIES AND PROSPECTUS DELIVERY REQUIREMENTS EXCHANGE COMMISSION. The certificates representing shares of Parent Common Stock issued pursuant to this Agreement that are Restricted Resale Stock shall bear a restrictive legend (and stop orders shall be placed against the transfer thereof with the Parent's Transfer Agent), stating substantially as follows THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH CERTAIN VOLUME LIMITATIONS PURSUANT TO THE TERMS OF SUCH ACTA CERTAIN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED JULY 27, 1999, A COPY OF WHICH WILL BE PROVIDED TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST.

Stock Restrictions. In addition to any legend imposed by applicable state securities laws (including or by any contract which continues in effect after the Commissioner)Effective Time, the certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred Revenge Common Stock issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear one of two restrictive legends (and stop transfer orders shall be placed against the transfer thereof with NetChannelRevenge's transfer agent), stating substantially as follows: , either: (a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH RULE 144 OR RULE 145, AS APPLICABLE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, SATISFACTORY TO First Chance, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION"; or (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO REGULATION D THEREUNDER AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED ASSIGNED, OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE ABSENT REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES EXCEPT IN COMPLIANCE WITH RULE 144 OR THE HOLDER RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY STATING REVENGE MARINE, INC., THAT SUCH SALEREGISTRATION IS NOT REQUIRED UNDER THE ACT, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT A NO-ACTION LETTER FROM THE REGISTRATION UNITED STATES SECURITIES AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTEXCHANGE COMMISSION."

Stock Restrictions. In addition If Parent obtains a Section 3(a)(10) Permit, the certificates (other than those certificates issued to any legend imposed by applicable state securities laws persons who were not as of the Effective Time, an affiliate of the Company, as such term is defined in Rule 144 under the Securities Act) representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear the restrictive legends (including by and a stop transfer orders shall be placed against the Commissioner)transfer thereof with Parent’s transfer agent) as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.” If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereof, the certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred Parent Common Stock issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear a restrictive legends legend (and stop transfer orders shall be placed against the transfer thereof with NetChannel's Parent’s transfer agent), ) stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED ASSIGNED, OR HYPOTHECATED UNLESS THERE IS EXCEPT IN COMPLIANCE WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES RELATED THERETO, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY STATING COMPANY, THAT SUCH SALEREGISTRATION IS NOT REQUIRED UNDER THE ACT, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT A NO-ACTION LETTER FROM THE REGISTRATION SECURITIES AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTEXCHANGE COMMISSION.

Stock Restrictions. In addition to any legend imposed by applicable state securities laws (including or by any contract that continues in effect after the Commissioner)Effective Time, the certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred Parent Common Stock issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear a restrictive legends legend (and stop transfer orders shall be placed against the transfer thereof with NetChannelthe Parent's transfer agentTransfer Agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES RELATED THERETO, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY STATING COMPANY, THAT SUCH SALEREGISTRATION IS NOT REQUIRED UNDER THE ACT, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT A NO-ACTION LETTER FROM THE REGISTRATION SECURITIES AND PROSPECTUS DELIVERY REQUIREMENTS EXCHANGE COMMISSION. The certificates representing shares of Parent Common Stock issued pursuant to this Agreement that are Restricted Resale Stock shall bear a restrictive legend (and stop orders shall be placed against the transfer thereof with the Parent's Transfer Agent), stating substantially as follows THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH CERTAIN VOLUME LIMITATIONS PURSUANT TO THE TERMS OF SUCH ACTA CERTAIN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED JULY 27, 1999, 37. A COPY OF WHICH WILL BE PROVIDED TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST.

Stock Restrictions. In addition to any legend imposed by applicable state securities laws (including by the Commissioner)laws, the certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred Shares (other than Shares issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities"Murpxx) shall xxall bear a restrictive legends legend (and stop transfer orders shall be placed against the transfer thereof with NetChannelAdept's transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT") AND ARE SUBJECT TO RESTRICTIONS ON TRANSFER. THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED ASSIGNED, OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS THERE IS IN COMPLIANCE WITH THE SECURITIES ACT. THE ISSUER MAY REFUSE TO REGISTER ANY TRANSFER OF THE SECURITIES NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. Such legend shall be removed by Adept upon delivery to it of an opinion of counsel satisfactory to Adept in form and substance reasonably satisfactory to Purchaser and Adept, that a registration statement under the Securities Act is at the time in effect with respect to the legended security or that such security can be freely transferred without such registration statement being in effect. Any certificate representing the Adept Shares issued to Murpxx xxxll be endorsed with the following legend and any legend required by state securities laws of the jurisdictions of Murpxx. "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING AND SUCH LAWS, THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR THE HOLDER RECEIVES OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT APPLICABLE EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY QUALIFICATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS OR UPON OBTAINING AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION MAY BE MADE WITHOUT REGISTRATION OR QUALIFICATION OF THE SECURITIES UNDER SUCH ACT AND SUCH LAWS." Such legend shall be removed by Adept upon delivery to it of an opinion of counsel satisfactory to Adept in form and substance satisfactory to Adept, that a registration statement under the Securities Act is at the time in effect with respect to the legended security or that such security can be freely transferred without such registration statement being in effect. The Shares issued to Vendors, Holdco Vendors and Indemnifying Employees pursuant to Sections 2.4(d), 2.4(e) and 2.5(c), respectively, shall only be resold in accordance with the provisions of Regulation S (Rule 901 through Rule 905) under the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. Vendors, Holdco Vendors and Indemnifying Employees agree not to engage in hedging transactions with regard to the Shares they own unless in compliance with the Securities Act. Adept shall not be required to register any transfer of Adept Shares issued to Murpxx xxxess and until one of the following events shall have occurred: (a) Adept shall have received a statement of the circumstances surrounding the transfer and, if requested by Adept, an opinion of counsel, in form and substance reasonably acceptable to Purchaser and Adept and its counsel, stating that the transfer is exempt from registration under the Securities Act as then in effect, and the Rules and Regulations of the Securities and Exchange Commission thereunder, or (b) the Adept Shares are transferred pursuant to a registration statement which has been filed with the Security and Exchange Commission and has become effective. Promptly after delivery to Adept and its counsel of the statement or the opinion described in clause (a) above, Adept either shall deliver to the proposed transferor a statement to the effect that such statement or opinion is not satisfactory in the reasonable opinion of its counsel or shall authorize Adept's transfer agent to make the requested transfer. The restrictions on transfer imposed by this Section 2.12 shall cease and terminate as to the Adept Shares when (i) such securities shall have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (ii) an acceptable opinion of counsel as described in subparagraph (a) above states that all future transfers of such securities by the transferor or the contemplated transferee would be exempt from registration under the Securities Act.

Stock Restrictions. In addition If Parent obtains a Section 3(a)(10) Permit, the ------------------ certificates (other than those certificates issued to any legend imposed by applicable state securities laws persons who were not as of the Effective Time, an affiliate of the Company, as such term is defined in Rule 144 under the Securities Act) representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear the restrictive legends (including by and a stop transfer orders shall be placed against the Commissioner)transfer thereof with Parent's transfer agent) as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED." If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereof, the certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred Parent Common Stock issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear a restrictive legends legend (and stop transfer orders shall be placed against the transfer thereof with NetChannelParent's transfer agent), ) stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED ASSIGNED, OR HYPOTHECATED UNLESS THERE IS EXCEPT IN COMPLIANCE WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES RELATED THERETO, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY STATING COMPANY, THAT SUCH SALEREGISTRATION IS NOT REQUIRED UNDER THE ACT, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT A NO-ACTION LETTER FROM THE REGISTRATION SECURITIES AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTEXCHANGE COMMISSION.

Stock Restrictions. In addition to any legend imposed by applicable state securities laws (including or by any contract that continues in effect after the Commissioner)Effective Time, the certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred Parent Common Stock issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear a restrictive legends legend (and stop transfer orders shall be placed against the transfer thereof with NetChannelthe Parent's transfer agentTransfer Agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES RELATED THERETO, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY STATING COMPANY, THAT SUCH SALEREGISTRATION IS NOT REQUIRED UNDER THE ACT, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT A NO-ACTION LETTER FROM THE REGISTRATION SECURITIES AND PROSPECTUS DELIVERY REQUIREMENTS EXCHANGE COMMISSION. The certificates representing shares of Parent Common Stock issued pursuant to this Agreement that are Restricted Resale Stock shall bear a restrictive legend (and stop orders shall be placed against the transfer thereof with the Parent's Transfer Agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH CERTAIN VOLUME LIMITATIONS PURSUANT TO THE TERMS OF SUCH ACTA CERTAIN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED JULY 22, 1999, A COPY OF WHICH WILL BE PROVIDED TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST.

Stock Restrictions. In addition to any legend imposed by applicable state securities laws (including or by any contract which continues in effect after the Commissioner)Effective Time, the certificates representing the shares of NetChannel Series B Preferred and of NetChannel Series C Preferred Parent Common Stock issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear a restrictive legends legend (and stop transfer orders shall be placed against the transfer thereof with NetChannel's Parent=s transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH RULE 144 OR RULE 145, AS APPLICABLE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. Alternatively, certificates representing shares of Parent Common Stock issued in reliance on Regulation S shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED ASSIGNED, OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE ABSENT REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES EXCEPT IN COMPLIANCE WITH REGULATION S, RULE 144, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY STATING COMPANY, THAT SUCH SALEREGISTRATION IS NOT REQUIRED UNDER THE ACT, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT A NO-ACTION LETTER FROM THE REGISTRATION UNITED STATES SECURITIES AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTEXCHANGE COMMISSION.