Common use of Legend on Securities Clause in Contracts

Legend on Securities. The Company and the Investor acknowledge and -------------------- agree that the following legend shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by an Investor: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 29, 1998. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Investor acknowledge Merger shall be in book entry form and -------------------- agree that uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares of Company Securities Beneficially Owned by the Stockholder or any of its Affiliates and subject to the terms of this Agreement shall bear the following legend shall be typed (the “Legend”) on each certificate evidencing any of the securities issued hereunder held at any time by an Investorface thereof: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN STOCKHOLDER AGREEMENT DATED AS OF SEPTEMBER 29NOVEMBER 24, 1998. A COMPLETE 2019, BY AND CORRECT COPY BETWEEN THE CXXXXXX SXXXXX CORPORATION AND THE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF THIS WHICH AGREEMENT IS AVAILABLE FOR INSPECTION ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL CXXXXXX SXXXXX CORPORATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGETRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Investor acknowledge Merger shall be in book entry form and -------------------- agree that uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares of Company Securities Beneficially Owned by the Stockholder or any of its Affiliates and subject to the terms of this Agreement shall bear the following legend shall be typed (the “Legend”) on each certificate evidencing any of the securities issued hereunder held at any time by an Investorface thereof: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN STOCKHOLDER AGREEMENT DATED AS OF SEPTEMBER 29NOVEMBER 24, 1998. A COMPLETE 2019, BY AND CORRECT COPY BETWEEN THE XXXXXXX XXXXXX CORPORATION AND THE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF THIS WHICH AGREEMENT IS AVAILABLE FOR INSPECTION ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL XXXXXXX XXXXXX CORPORATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGETRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

Legend on Securities. The Company and the Investor acknowledge and -------------------- agree that the following legend shall be typed on each certificate evidencing any of the securities issued hereunder under this Agreement and held at any time by an Investorthe Investors and the Rollover Stockholders: THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED TRANSFERRED EXCEPT (1) PURSUANT TO A (I) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES 1933, AS AMENDED, AND (3) IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 29, 1998. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Legend on Securities. The Company Company, the Outside Investors and the Investor Stockholders acknowledge and -------------------- agree that the following legend shall be typed on each certificate evidencing any of the securities issued hereunder subject to this Agreement held at any time by an Investorany of the Outside Investors, Stockholders or their Permitted Transferees: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SUCH ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES. THESE SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT CERTAIN STOCKHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 29NOVEMBER 24, 19981997, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT COPY OF THIS SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Legend on Securities. The Company and the Investor Amun acknowledge and -------------------- agree that the following legend legends shall be typed on each certificate evidencing any of the securities issued hereunder Acquired Shares held at any time by an InvestorAmun: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "ACT"), OR SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, TRANSFERRED, HYPOTHECATED SOLD OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION REQUIREMENTS OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY THOSE LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF SEPTEMBER 29JULY 28, 19982011, AS SUCH MAY BE AMENDED AND/OR RESTATED IN ACCORDANCE WITH ITS TERMS. A COMPLETE AND CORRECT COPY OF THIS SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Legend on Securities. The Company and each of the Investor acknowledge Purchasers -------------------- acknowledges and -------------------- agree agrees that a legend in substantially the following legend form shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by an Investor: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR AND BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 29APRIL 3, 1998. A COMPLETE 1996, INCLUDING THEREIN CERTAIN RESTRICTIONS ON TRANSFER, AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGEVOTING AGREEMENTS.

Legend on Securities. The Company Company, the Investors and the Investor ----------- -------------------- Stockholders acknowledge and -------------------- agree that the following legend shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by an Investorany of the Investors, Stockholders or their Permitted Transferees: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SUCH ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES. THESE SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT CERTAIN STOCKHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 29MARCH 14, 19981996, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT COPY OF THIS SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Legend on Securities. The Company and the Investor Holders acknowledge and -------------------- agree that the following legend legends shall be typed appear on each certificate evidencing any of the securities issued hereunder Investor Shares held at any time by an Investorany of the Holders or their Permitted Transferees until such Investor Shares are registered under the Securities Act: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWSACT. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT CERTAIN STOCKHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 29APRIL 17, 19981997, AS AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT COPY OF THIS SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Legend on Securities. The Company Company, Buyer and the Investor Founder acknowledge and -------------------- agree that the following legend shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by an InvestorBuyer or the Founder: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE STOCKHOLDERS' AGREEMENT DATED AS OF SEPTEMBER 29FEBRUARY 18, 1998, INCLUDING THEREIN CERTAIN RESTRICTIONS ON TRANSFER. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Legend on Securities. The Company and (a) In addition to any other legend that -------------------- may be required, each certificate for Equity Securities or any other securities of the Investor acknowledge and -------------------- agree Issuer that is issued to any Securityholder shall bear a legend addressing the restrictions imposed on transfer of the shares in substantially the form set forth below or that is otherwise satisfactory in form to the Issuer. To the extent that the following share certificates have an existing legend that requires modification, the securityholder shall surrender the certificate to the Issuer so that an appropriate legend may be typed placed on each the certificate evidencing any of the securities or a new certificate issued hereunder held at any time by an Investor: THE with such legend. "THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND AMENDED. THEY MAY NOT BE OFFERED, SOLD, TRANSFERREDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT AS TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SAID ACT OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION OR NO-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION RULE 144 OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWSSUCH ACT. THE SECURITIES REPRESENTED HEREBY ARE THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PROVISIONS SECURITYHOLDERS AGREEMENT, COPIES OF A STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 29WHICH MAY BE OBTAINED UPON REQUEST FROM XXXXXXXX MANUFACTURING COMPANY, 1998INC. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGEANY SUCCESSOR THERETO."

Legend on Securities. The Company Company, each of the Investors and the Investor Founder acknowledge and -------------------- agree that the following legend shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by an InvestorInvestor or Founder: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE STOCKHOLDERS' AGREEMENT DATED AS OF SEPTEMBER 29FEBRUARY , 1998, INCLUDING THEREIN CERTAIN RESTRICTIONS ON TRANSFER. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Legend on Securities. The Company DN acknowledges and the Investor acknowledge and -------------------- agree agrees that the following legend shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by an InvestorDN: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SUCH ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES. THESE SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT STOCKHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 29APRIL 4, 19982000, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT COPY OF THIS SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY NEW XXXXXX EPYX AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Legend on Securities. The Company and the Investor Holders acknowledge and -------------------- agree that the following legend legends shall be typed appear on each certificate evidencing any of the securities issued hereunder Shares held at by any time by an Investorof the Holders or their Permitted Transferees until such Shares are registered under the Securities Act: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWSACT. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT CERTAIN STOCKHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 29JUNE 26, 19981997, AS AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT COPY OF THIS SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.. [End of Text]

Legend on Securities. The Company and the Investor Investors acknowledge and -------------------- agree that the following legend shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by an Investor: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AND SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 29AUGUST 28, 1998. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.