Common use of Stock Certificate Legend Clause in Contracts

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) bear legends substantially in the following forms: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 3, 2001, AND THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF JULY 3, 2001. COPIES OF SUCH AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE ISSUER.

Stock Certificate Legend. 8.1 A copy of this Amended and Restated Agreement shall be filed with the Secretary of the Company GDI and kept with the records of the CompanyGDI. Each certificate representing Shares Securities now held or hereafter acquired by any Stockholder shall for as long as this Amended and Restated Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) bear legends substantially in the following forms: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON VOTING AS SET FORTH IN THE APPLICABLE TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS JANUARY 23, 2006, AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF JULY 3THE COMPANY NAMED THEREIN, 2001, AND A COPY OF WHICH MAY BE INSPECTED AT THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF JULY 3, 2001COMPANY'S PRINCIPAL OFFICE. COPIES THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH AGREEMENTS ARE AVAILABLE AT SECURITIES ON THE OFFICES BOOKS OF THE ISSUERCOMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT. If any Securities shall cease to be subject to the restrictions on Transfer and voting set forth in this Amended and Restated Agreement, GDI shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such Securities without the legend required by this Section 5 endorsed thereon.

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) bear legends substantially in the following forms: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE STATE. THE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE HOLDER SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS SECURITY IS SUBJECT TO CERTIFICATE ARE RESTRICTED BY THE APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 3__, 2001, AMONG THE COMPANY AND THE REGISTRATION RIGHTS AGREEMENTSTOCKHOLDERS NAMED THEREIN, DATED AS A COPY OF JULY 3, 2001WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. COPIES THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH AGREEMENTS ARE AVAILABLE AT SECURITIES ON THE OFFICES BOOKS OF THE ISSUERCOMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) bear legends substantially in the following forms: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE STATE. THE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE HOLDER SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS SECURITY IS SUBJECT TO CERTIFICATE ARE RESTRICTED BY THE APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 3FEBRUARY 23, 2001, AMONG THE COMPANY AND THE REGISTRATION RIGHTS AGREEMENTSTOCKHOLDERS NAMED THEREIN, DATED AS A COPY OF JULY 3, 2001WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. COPIES THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH AGREEMENTS ARE AVAILABLE AT SECURITIES ON THE OFFICES BOOKS OF THE ISSUERCOMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary secretary of the Company and kept with the records Company's records. The certificates evidencing the Shares (and all certificates issued in exchange therefor or substitution thereof) held by Management Stockholders shall bear the following legend so long as the restrictions of this Agreement are in effect: THE SALE OR TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RIGHTS AND RESTRICTIONS, INCLUDING CERTAIN CALL OPTIONS, AND RIGHTS OF FIRST REFUSAL, CONTAINED IN A STOCKHOLDERS AGREEMENT DATED AS OF MAY __, 1997, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY. Shares held by Investor Stockholders shall bear the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for following legend as long as the restrictions of this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) bear legends substantially are in the following formseffect: THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS ARE SUBJECT TO THE APPLICABLE TERMS OF THE CERTAIN RIGHTS AND OBLIGATIONS CONTAINED IN A STOCKHOLDERS AGREEMENT, AGREEMENT DATED AS OF JULY 3MAY __, 20011997, AND THE REGISTRATION RIGHTS AGREEMENT, DATED AS A COPY OF JULY 3, 2001. COPIES OF SUCH AGREEMENTS ARE AVAILABLE WHICH IS ON FILE AT THE OFFICES OFFICE OF THE ISSUERCORPORATION AND WHICH WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary of the Company Parent and kept with the records of the CompanyParent. Each Any certificate representing Shares now held or hereafter acquired by any Stockholder shall shall, for as long as this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) effective, bear legends substantially in the following forms: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE HOLDER SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS SECURITY IS SUBJECT TO CERTIFICATE ARE RESTRICTED BY THE APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AS OF JULY 3AMENDED AND RESTATED ON JANUARY 21, 20012004, AMONG TRW AUTOMOTIVE HOLDINGS CORP. (THE "COMPANY") AND THE REGISTRATION RIGHTS AGREEMENTSTOCKHOLDERS NAMED THEREIN, DATED AS A COPY OF JULY 3, 2001WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. COPIES THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH AGREEMENTS ARE AVAILABLE AT SECURITIES ON THE OFFICES BOOKS OF THE ISSUERCOMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) bear legends substantially in the following forms: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "SECURITIES ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE STATE. THE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THE HOLDER SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS SECURITY IS SUBJECT TO CERTIFICATE ARE RESTRICTED BY THE APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 3NOVEMBER [ ], 20012000, AMONG THE COMPANY AND THE REGISTRATION RIGHTS AGREEMENTPERSONS NAMED THEREIN, DATED AS A COPY OF JULY 3, 2001WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. COPIES THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH AGREEMENTS ARE AVAILABLE AT SECURITIES ON THE OFFICES BOOKS OF THE ISSUERCOMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) bear legends substantially in the following formsform: THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 10, 2006, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH STOCKHOLDERS AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERREDSOLD, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT LAWS OR PURSUANT TO THE AN APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 3, 2001, AND EXEMPTION FROM THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF JULY 3, 2001. COPIES REQUIREMENTS OF SUCH AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE ISSUERACT AND SUCH LAWS.

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall Securityholder shall, for as long as this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) effective, bear legends substantially in the following formsforms and any additional legends as may be required by applicable federal or state securities laws: THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SECURITYHOLDERS AGREEMENT AMONG THE COMPANY AND THE SECURITYHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE SECURITYHOLDERS AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE STATE. THE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT LAWS OR PURSUANT TO THE AN APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 3, 2001, AND EXEMPTION FROM THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF JULY 3, 2001. COPIES REQUIREMENTS OF SUCH AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE ISSUERACT AND SUCH LAWS.

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) bear legends substantially in the following formsform: THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 10, 2006, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH STOCKHOLDERS AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERREDSOLD, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT LAWS OR PURSUANT TO THE AN APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 3, 2001, AND EXEMPTION FROM THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF JULY 3, 2001. COPIES REQUIREMENTS OF SUCH AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE ISSUERACT AND SUCH LAWS.

Stock Certificate Legend. 8.1 A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective (until a transfer pursuant to Rule 144 or an effective registration statement filed under the Securities Act) bear legends substantially in the following forms: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "SECURITIES ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE STATE. THE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THE HOLDER SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS SECURITY IS SUBJECT TO CERTIFICATE ARE RESTRICTED BY THE APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 3MARCH 1, 2001, AMONG THE COMPANY AND THE REGISTRATION RIGHTS AGREEMENTPERSONS NAMED THEREIN, DATED AS A COPY OF JULY 3, 2001WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. COPIES THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH AGREEMENTS ARE AVAILABLE AT SECURITIES ON THE OFFICES BOOKS OF THE ISSUERCOMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.