Common use of Transfer Restriction Legend Clause in Contracts

Transfer Restriction Legend. Each certificate for Warrant Shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act, shall bear a legend substantially similar to the following on the face thereof: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. NEITHER THESE SHARES, NOR ANY PORTION THEREOF OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under an effective registration statement of the securities represented thereby) shall also bear such legend unless in the opinion of counsel specified in Section 7, the securities represented thereby need no longer be subject to the restrictions contained in this Warrant. The

Transfer Restriction Legend. Each certificate for Warrant Shares initially Common Stock issued upon exercise of this Warrant, unless at the time of exercise such the offer and sale of the Warrant Shares are registered under the Securities Act, shall bear a legend substantially similar to the following legend (and any additional legend required by applicable law or rule) on the face thereof: "“THE SHARES SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO 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, AS AMENDEDAMENDED (THE “SECURITIES ACT” ), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR ANY STATE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAW. NEITHER THESE SHARES, NOR ANY PORTION THEREOF OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED ACT AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR IN THE LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under an effective registration statement of the securities represented thereby) shall also bear such legend unless in the opinion of counsel specified in Section 7, the securities represented thereby need no longer be subject to the restrictions contained in this Warrant. The”

Transfer Restriction Legend. Each certificate for Warrant Shares initially issued shall bear the following legend (and any additional legend required by (i) any applicable securities laws and (ii) any securities exchange upon exercise which such Warrant Shares may, at the time of this Warrantsuch exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares are shall be registered under the Securities Act, shall bear a legend substantially similar to the following on the face thereof: "THE SHARES REPRESENTED HEREBY THESE SECURITIES HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWLAWS. NEITHER THESE SHARES, NOR ANY PORTION THEREOF THEY MAY NOT BE SOLD OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, LAWS OR IN THE OPINION AVAILABILITY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND QUALIFICATION ARE NOT REQUIREDANY APPLICABLE STATE SECURITIES LAWS." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under an effective a registration statement of the securities represented thereby) shall also bear such legend unless unless, in the opinion of counsel specified in Section 7, for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company) the securities represented thereby need no longer be subject are not, at such time, required by all applicable securities laws to the restrictions contained in this Warrant. Thebear such legends.

Transfer Restriction Legend. Each certificate for Warrant Shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act, shall bear a legend substantially similar to the following legend (and any additional legend required by applicable law or any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933The transfer, AS AMENDEDdisposition for value or surrender for exchange of the securities represented hereby is subject to the restrictions set forth in Section 5 of the Warrant No. One (1) dated as of April 30, OR ANY STATE SECURITIES LAW. NEITHER THESE SHARES1998 of Deltek Systems, NOR ANY PORTION THEREOF OR INTEREST THEREINInc. and delivered to the original holder thereof, MAY BE SOLDa copy of which is available for inspection at the office of Deltek Systems, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWInc. and no transfer, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIREDdisposition for value or surrender for exchange of such securities shall be valid or effective unless and until the terms and conditions of such Section 5 of said Warrant shall have been complied with." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under an effective a registration statement of the securities represented thereby) shall also bear such legend unless unless, in the opinion of counsel specified in Section 7for the holder thereof reasonably satisfactory to counsel for the Company, the securities represented thereby need no longer be subject to the restrictions contained in this Warrantsaid Section 5. TheThe provisions of said Section 5 shall be binding upon all subsequent holders of

Transfer Restriction Legend. Each certificate for Warrant Shares initially issued shall bear the following legend (and any additional legend required by (i) any applicable securities laws and (ii) any securities exchange upon exercise which such Warrant Shares may, at the time of this Warrantsuch exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares are shall be registered under the Securities Act, shall bear a legend substantially similar to the following on the face thereof: "THE SHARES REPRESENTED HEREBY “THESE SECURITIES HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWLAWS. NEITHER THESE SHARES, NOR ANY PORTION THEREOF THEY MAY NOT BE SOLD OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, LAWS OR IN THE OPINION AVAILABILITY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND QUALIFICATION ARE NOT REQUIREDANY APPLICABLE STATE SECURITIES LAWS." ” Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under an effective a registration statement of the securities represented thereby) shall also bear such legend unless unless, in the opinion of counsel specified in Section 7, for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company) the securities represented thereby need no longer be subject are not, at such time, required by all applicable securities laws to the restrictions contained in this Warrant. Thebear such legends.

Transfer Restriction Legend. Each certificate for Warrant Shares representing shares initially issued upon exercise of this WarrantWarrant (and subsequently issued if appropriate), unless at the time of exercise such Warrant Shares are registered shares have been sold pursuant to an effective registration statement under the Securities Act, shall bear a legend substantially similar to the following legend (and any additional legend required by applicable securities laws) on the face thereof: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF “The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended, OR ANY STATE SECURITIES LAW. NEITHER THESE SHARESor the securities laws of any state and may not be sold, NOR ANY PORTION THEREOF OR INTEREST THEREINtransferred, MAY BE SOLDhypothecated or otherwise assigned except pursuant to a registration statement with respect to such securities which is effective under such act and under any applicable state securities laws unless, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWin the opinion of counsel reasonably satisfactory to the Company, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIREDan exemption from the registration requirements of such act and state securities laws is available." ” Any certificate issued at any time upon transfer of, or in exchange for or substitution for replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under an effective registration statement of the securities represented therebythereby pursuant to a registration under the Securities Act) shall also bear such legend unless unless, in the opinion of counsel specified in Section 7for the registered holder thereof reasonably acceptable to the Company, the securities shares represented thereby need no longer be subject to the restrictions contained in this Section 1(e). The provisions of this Section 1(e) shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant. The.

Transfer Restriction Legend. Each certificate for representing Warrant Shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act, shall bear a legend substantially similar to the following legend (and any additional legend required by any securities exchange on which the Warrant Shares may at the time be listed) on the face fact thereof: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF The securities represented hereby have not been registered under the Securities Act of 1933, AS AMENDEDand the transfer of such securities is subject to the restrictions set forth in the Warrant pursuant to which such securities have been issued, OR ANY STATE SECURITIES LAW. NEITHER THESE SHARESa copy of which is available for inspection at the principal executive offices of Xplor Corporation, NOR ANY PORTION THEREOF OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIREDand no transfer of such securities shall be valid or effective unless and until the terms and conditions of said Warrant shall have been complied with." Any certificate issued at any time upon transfer of, or in exchange for or substitution for replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under an effective registration statement of the securities represented therebythereby pursuant to a registration under the Securities Act) shall also bear such legend unless unless, in the opinion of counsel specified for the Company, or such other counsel as shall be acceptable to the Company, in Section 7each case addressed and delivered to the Company, the securities represented thereby need no longer be subject to the restrictions contained in this Warrant. TheThe provisions of this Warrant shall be binding upon all subsequent holders of certificates bearing the above legend and shall also be applicable to all subsequent holders of this Warrant.