Common use of Transfer Limitations: 1933 Act Legend Clause in Contracts

Transfer Limitations: 1933 Act Legend. (a) Unless sold pursuant to an effective registration statement, each certificate representing Securities shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "Act"), and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under the Act or, except as otherwise permitted pursuant to Rule 144 under the Act or another exemption from registration under the Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required and are subject to transfer restrictions as set forth in a Subscription Agreement, dated May __, 1999, and the operative agreements entered into in connection therewith, copies of which may be obtained from the Company." The foregoing legend, if necessary, shall be removed from the certificates representing any Series A Preferred, Warrant, Warrant Shares and Conversion Shares, at the request of the holder thereof, at such time as (i) they are sold pursuant to an effective registration statement, (ii) they become eligible for resale pursuant to Rule 144(k) under the Act or another provision of Rule 144 of the Act pursuant to which all or a portion of such underlying Common Shares could be sold in a single transaction, or (iii) an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the proposed transfer is exempt from the Act. The transfer agent for the Securities will issue new Securities without the legend upon receipt of a certificate from the Investor stating that the Securities have been registered or transferred pursuant to an effective registration statement under the Act or can be sold in reliance upon Rule 144 or the Company has received an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the Act.

Transfer Limitations: 1933 Act Legend. (a) Unless sold pursuant to an effective registration statement, each certificate representing Securities Buyer Shares shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "Act"), and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under the Act or, except as otherwise permitted pursuant to Rule 144 under the Act or another exemption from registration under the Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required and are subject to transfer restrictions as set forth in a Subscription Agreement, dated May __August 11, 1999, and the operative agreements entered into in connection therewith2000, copies of which may be obtained from the Company." The foregoing legend, if necessary, shall be removed from the certificates representing any Series Class A Preferred, Warrant, Warrant Shares and Conversion SharesStock, at the request of the holder thereof, at such time as (i) they are sold pursuant to an effective registration statement, (ii) they become eligible for resale pursuant to Rule 144(k) under the Act or another provision of Rule 144 of the Act pursuant to which all or a portion of such underlying Common Shares could be sold in a single transaction, or (iii) an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the proposed transfer is exempt from the Act. The transfer agent for the Securities Common Shares will issue new Securities Common Shares without the legend upon receipt of a certificate from the Investor AT&T or its affiliate stating that the Securities Common Shares have been registered or transferred pursuant to an effective registration statement under the Act or can be sold in reliance upon Rule 144 or the Company has received an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the Act.

Transfer Limitations: 1933 Act Legend. (a) Unless sold pursuant to an -------------------------------------- effective registration statement, each certificate representing Securities Buyer Shares shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "Act"), and may --- not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under the Act or, except as otherwise permitted pursuant to Rule 144 under the Act or another exemption from registration under the Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required and are subject to transfer restrictions as set forth in a Subscription Agreement, dated May __August 11, 1999, and the operative agreements entered into in connection therewith2000, copies of which may be obtained from the Company." The foregoing legend, if necessary, shall be removed from the certificates representing any Series Class A Preferred, Warrant, Warrant Shares and Conversion SharesStock, at the request of the holder thereof, at such time as (i) they are sold pursuant to an effective registration statement, (ii) they become eligible for resale pursuant to Rule 144(k) under the Act or another provision of Rule 144 of the Act pursuant to which all or a portion of such underlying Common Shares could be sold in a single transaction, or (iii) an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the proposed transfer is exempt from the Act. The transfer agent for the Securities Common Shares will issue new Securities Common Shares without the legend upon receipt of a certificate from the Investor AT&T or its affiliate stating that the Securities Common Shares have been registered or transferred pursuant to an effective registration statement under the Act or can be sold in reliance upon Rule 144 or the Company has received an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the Act.

Transfer Limitations: 1933 Act Legend. (a) Unless sold pursuant to an effective registration statement, each certificate representing Securities shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the United States Securities Act of THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, as amended AS AMENDED (the THE "ActACT"), and may not be offeredAND MAY NOT BE OFFERED, sold or otherwise transferredSOLD OR OTHERWISE TRANSFERRED, pledged or hypothecated unless and until such shares are registered under the Act orPLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER THE ACT OR, except as otherwise permitted pursuant to Rule EXCEPT AS OTHERWISE PERMITTED PURSUANT TO RULE 144 under the Act or another exemption from registration under the Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required and are subject to transfer restrictions as set forth in a Subscription AgreementUNDER THE ACT OR ANOTHER EXEMPTION FROM REGISTRATION UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED AND ARE SUBJECT TO TRANSFER RESTRICTIONS AS SET FORTH IN A LOCK-UP AND REGISTRATION RIGHTS AGREEMENT, dated May __DATED MARCH 1, 19992000, and the operative agreements entered into in connection therewith, copies of which may be obtained from the CompanyCOPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY." The foregoing legend, if necessary, shall be removed from the certificates representing any Series A Preferred, Warrant, Warrant Shares and Conversion SharesClass B Common Stock, at the request of the holder thereof, at such time as (i) they are sold pursuant to an effective registration statement, (ii) they become eligible for resale pursuant to Rule 144(k) under the Act or another provision of Rule 144 of the Act pursuant to which all or a portion of such underlying Common Shares Securities could be sold in a single transaction, or (iii) an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the proposed transfer is exempt from the Act. The ; provided that in the case of clauses (ii) and (iii) the holder is permitted to transfer agent for the Securities will issue new Securities without the legend upon receipt of a certificate from the Investor stating that the Securities have been registered or transferred pursuant to an effective registration statement under the Act or can be sold in reliance upon Rule 144 or the Company has received an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the ActLock-up and Registration Rights Agreement.

Transfer Limitations: 1933 Act Legend. (a) Unless sold pursuant to an effective registration statement, each certificate representing Securities shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "Act"), and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under the Act or, except as otherwise permitted pursuant to Rule 144 under the Act or another exemption from registration under the Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required and are subject to transfer restrictions as set forth in a Subscription Agreement, dated May __13, 1999, and the operative agreements entered into in connection therewith, copies of which may be obtained from the Company." The foregoing legend, if necessary, shall be removed from the certificates representing any Series A Preferred, Warrant, Warrant Shares and Conversion Shares, at the request of the holder thereof, at such time as (i) they are sold pursuant to an effective registration statement, (ii) they become eligible for resale pursuant to Rule 144(k) under the Act or another provision of Rule 144 of the Act pursuant to which all or a portion of such underlying Common Shares could be sold in a single transaction, or (iii) an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the proposed transfer is exempt from the Act. The transfer agent for the Securities will issue new Securities without the legend upon receipt of a certificate from the Investor stating that the Securities have been registered or transferred pursuant to an effective registration statement under the Act or can be sold in reliance upon Rule 144 or the Company has received an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the Act.