Common use of Legends on Stock Certificates Clause in Contracts

Legends on Stock Certificates. The certificates representing shares of Parent Common Stock issuable in the Merger hereunder, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.

Legends on Stock Certificates. The certificates representing shares of Parent Common Stock issuable in the Merger hereunder, or Each stock certificate evidencing ----------------------------- Shares purchased pursuant to this Agreement and any other securities issued in respect of such shares Shares upon or in connection with any stock splitReorganization Transaction (collectively, stock dividend, recapitalization, merger, consolidation or similar event, the "Restrictive Securities") shall (unless otherwise permitted by the provisions of Section 4.3 below) bear the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): legend or a legend substantially similar to the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES EVIDENCED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSE ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. AT THE SHARES REPRESENTED REQUEST OF THE COMPANY, SUCH COMPLIANCE SHALL BE EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL, FROM COUNSEL FOR THE TRANSFEROR (WHO IS REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL), TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT PROPOSED TO BE TRANSFERRED MAY BE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF 1933 OR FEDERAL AND APPLICABLE STATE SECURITIES LAWS, IN RELIANCE UPON AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS."

Legends on Stock Certificates. The certificates Each certificate representing ----------------------------- shares of Parent Common Stock issuable in the Merger hereunder, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, pursuant to this Agreement shall bear be endorsed with the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): legends: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION IS NOT REQUIRED UNDER AND FROM THE SECURITIES ACT PROVISIONS OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS"BLUE SKY" LAWS ARE AVAILABLE. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, AS AMENDEDno such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOand may instruct its transfer agent not to register a transfer of Shares, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSunless the conditions specified in the foregoing legend are satisfied.

Legends on Stock Certificates. The certificates evidencing Mattson Common Shares shall bear legends imprinted on the certificates in accordance with the following provisions to the extent applicable: (1) Subject to Section 1(c)(3), certificates representing shares of Parent Mattson Common Stock issuable in Shares issued to each Vortek Securityholder under the Merger hereunder, Regulation S Exemption or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, the Regulation D Exemption shall bear the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): restrictive legend: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES WITHIN THE MEANING OF, AND HAVE NOT BEEN REGISTERED UNDER UNDER, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR OTHERWISE DISPOSED OF IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR AN (ii) A WRITTEN OPINION OF THE LEGAL COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE ISSUER AND FURNISHED AT THE EXPENSE OF THE HOLDER OF THIS CERTIFICATE THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED.” (2) Notwithstanding any other provision set forth above and subject to Section 1(c)(3) all certificates representing ▇▇▇▇▇▇▇ Common Shares also shall bear the following restrictive legend: “IN ADDITION, THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH ARE SUBJECT TO ADDITIONAL CONTRACTUAL LIMITATIONS ON ANY SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE OTHER DISPOSITION AS SET FORTH IN THAT CERTAIN STOCK REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO AND RESTRICTION AGREEMENT BY AND AMONG THE ISSUER THAT SUCH REGISTRATION AND CERTAIN HOLDERS OF SECURITIES OF VORTEK INDUSTRIES LTD., A COPY OF WHICH IS NOT REQUIRED UNDER AVAILABLE WITHOUT CHARGE FROM THE SECURITIES ACT SECRETARY OF 1933 OR APPLICABLE STATE SECURITIES LAWSTHE ISSUER AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.” (3) ▇▇▇▇▇▇▇ is permitted to issue stop transfer orders to its transfer agent to assure compliance with the legends set forth above. Certificates representing ▇▇▇▇▇▇▇ Common Shares that are reissued for sales in accordance with an effective registration statement filed pursuant to the Securities Act or for sales to the public in compliance with Rule 144 promulgated under the Securities Act will not bear the restrictive legends set forth in Sections in Section 1(c)(1), and no certificates representing ▇▇▇▇▇▇▇ Common Shares that are reissued after the expiration of one hundred twenty (120) days after the Effective Time will bear the legend set forth in Section 1(c)(2). (4) Upon the written request of a holder of any ▇▇▇▇▇▇▇ Common Share certificate, ▇▇▇▇▇▇▇ shall remove the restrictive legend (i) set forth Section 1(c)(2) after the expiration of one hundred twenty (120) days after the Effective Time and/or (ii) set forth in Section 1(c)(1) if such Mattson Common Shares are freely tradable under Rule 144 promulgated under the Securities Act.

Legends on Stock Certificates. The certificates Each certificate representing shares of Parent Common Stock issuable in the Merger hereunder, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Repayment Shares shall bear contain the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): THE SHARES REPRESENTED BY on the reverse of such certificate: THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND HAVE BEEN ACQUIRED FOR REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW TOFOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR IN CONNECTION WITHANY INTEREST THEREIN, WITHOUT THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO FOR THE ISSUER COMPANY THAT SUCH REGISTRATION IS THE PROPOSED TRANSFER OR SALE DOES NOT REQUIRED UNDER AFFECT THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSEXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES DIVISION UNDER THE NEW MEXICO SECURITIES ACT OF 1933, AS AMENDEDACT, OR UNDER STATE ANY OTHER LAW, AND MAY NOT BE RESOLD TO ANY PERSON UNLESS AND UNTIL SUCH REGISTRATION HAS OCCURRED OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PERMITTED BY THE APPLICABLE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, REGULATIONS OF THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION STATE OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSNEW MEXICO.

Legends on Stock Certificates. The Purchaser further represents that it understands and agrees that all certificates representing shares evidencing the Warrant, the Additional Warrant, the Warrant Shares and any of Parent the Common Stock issuable in issued at the Merger hereunderInitial Closing and the Subsequent Closings, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventif any, shall bear the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER STATE THE SECURITIES LAWS AND OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN CONNECTION WITH, THE ABSENCE OF A REGISTRATION STATEMENT COVERING THE SALE OF SUCH SECURITIES OR DISTRIBUTION THEREOF. NO UNLESS SUCH SALE, DISTRIBUTION PLEDGE, HYPOTHECATION OR OTHER TRANSFERTRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN UNLESS THE HOLDER SHALL HAVE OBTAINED A WRITTEN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER IN CONNECTION WITH SUCH SALE OR OTHER TRANSFER." "THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECURITIES ACT PURCHASE AGREEMENT, DATED ________________, _____ BETWEEN THE COMPANY AND THE REGISTERED OWNER OF 1933, AS AMENDED, SUCH SECURITIES (OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH SUCH OWNER'S PREDECESSOR IN INTEREST). THE COMPANY WILL FURNISH A VIEW TO, OR IN CONNECTION WITH, COPY OF SUCH AGREEMENT WITHOUT CHARGE UPON WRITTEN REQUEST OF THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION HOLDER OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSTHIS CERTIFICATE."

Legends on Stock Certificates. The certificates Each certificate representing shares of Parent Common Stock issuable in the Merger hereunder, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Repayment Shares shall bear contain the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): THE SHARES REPRESENTED BY on the reverse of such certificate: THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND HAVE BEEN ACQUIRED FOR REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW TOFOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR IN CONNECTION WITHANY INTEREST THEREIN, WITHOUT THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO FOR THE ISSUER COMPANY THAT SUCH REGISTRATION IS THE PROPOSED TRANSFER OR SALE DOES NOT REQUIRED UNDER AFFECT THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSEXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES DIVISION UNDER THE NEW MEXICO SECURITIES ACT OF 1933, AS AMENDEDACT, OR UNDER STATE ANY OTHER LAW, AND MAY NOT BE RESOLD TO ANY PERSON UNLESS AND UNTIL SUCH REGISTRATION HAS OCCURRED OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PERMITTED BY THE APPLICABLE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, REGULATIONS OF THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION STATE OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.NEW MEXICO

Legends on Stock Certificates. The certificates evidencing Mattson Common Shares shall bear legends imprinted on the certificates in accordance with the following provisions to the extent applicable: (1) Subject to Section l(c)(3), certificates representing shares of Parent Mattson Common Stock issuable in Shares issued to each Vortek Securityholder under the Merger hereunder, Regulation S Exemption or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, the Regulation D Exemption shall bear the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): restrictive legend: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES WITHIN THE MEANING OF, AND HAVE NOT BEEN REGISTERED UNDER UNDER, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR OTHERWISE DISPOSED OF IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR AN (ii) A WRITTEN OPINION OF THE LEGAL COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE ISSUER AND FURNISHED AT THE EXPENSE OF THE HOLDER OF THIS CERTIFICATE THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED." (2) Notwithstanding any other provision set forth above and subject to Section l(c)(3) all certificates representing Mattson Common Shares also shall bear the following ▇▇▇▇▇▇ctive legend: "IN ADDITION, THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH ARE SUBJECT TO ADDITIONAL CONTRACTUAL LIMITATIONS ON ANY SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE OTHER DISPOSITION AS SET FORTH IN THAT CERTAIN STOCK REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO AND RESTRICTION AGREEMENT BY AND AMONG THE ISSUER THAT SUCH REGISTRATION AND CERTAIN HOLDERS OF SECURITIES OF VORTEK INDUSTRIES LTD., A COPY OF WHICH IS NOT REQUIRED UNDER AVAILABLE WITHOUT CHARGE FROM THE SECURITIES ACT SECRETARY OF 1933 OR APPLICABLE STATE SECURITIES LAWSTHE ISSUER AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER." (3) Mattson is permitted to issue stop transfer orders to its transfer agent to assure compliance with the legends set forth above. Certificates representing Mattson Common Shares that are reissued for sales i▇ ▇▇▇▇▇dance with an effective registration statement filed pursuant to the Securities Act or for sales to the public in compliance with Rule 144 promulgated under the Securities Act will not bear the restrictive legends set forth in Sections in Section l(c)(l), and no certificates representing Mattson Common Shares that are reissued after the e▇▇▇▇▇▇▇on of one hundred twenty (120) days after the Effective Time will bear the legend set forth in Section 1 (c)(2). (4) Upon the written request of a holder of any Mattson Common Share certificate, Mattson shall rem▇▇▇ ▇▇▇ restrictive legend (i) set ▇▇▇▇▇ Section 1 (c)(2) after the expiration of one hundred twenty (120) days after the Effective Time and/or (ii) set forth in Section l(c)(l) if such Mattson Common Shares are freely tradable under Rule 144 promulgated under the Securities Act.

Legends on Stock Certificates. The certificates Each certificate representing shares ----------------------------- owned of Parent Common Stock issuable in the Merger hereunder, record or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, beneficially by a party to this Agreement shall bear be endorsed with the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): legends: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY") AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION IS NOT REQUIRED UNDER AND FROM THE SECURITIES ACT PROVISIONS OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS"BLUE SKY" LAWS ARE AVAILABLE. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Under no circumstances shall any Transfer of any XOOM Stock subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 13.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article XIII; and notwithstanding any other provisions of this Agreement, AS AMENDEDno such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the XOOM Stock subject hereto. Shareholder understands and acknowledges that the Company need not register a transfer of XOOM Stock, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOand may instruct its transfer agent not to register a transfer of XOOM Stock, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSunless the conditions specified in the foregoing last legend are satisfied.

Legends on Stock Certificates. The Purchaser further represents that it understands and agrees that all certificates representing shares evidencing the Warrant, the Additional Warrant, the Warrant Shares and any of Parent the Common Stock issuable in issued at the Merger hereunderInitial Closing and the Subsequent Closings, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar eventif any, shall bear the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER STATE THE SECURITIES LAWS AND OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOTO DISTRIBUTION OR RESALE AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN CONNECTION WITH, THE ABSENCE OF A REGISTRATION STATEMENT COVERING THE SALE OF SUCH SECURITIES OR DISTRIBUTION THEREOF. NO UNLESS SUCH SALE, DISTRIBUTION PLEDGE, HYPOTHECATION OR OTHER TRANSFERTRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN UNLESS THE HOLDER SHALL HAVE OBTAINED A WRITTEN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER IN CONNECTION WITH SUCH SALE OR OTHER TRANSFER.” “THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECURITIES ACT PURCHASE AGREEMENT, DATED AUGUST 18, 2004 BETWEEN THE COMPANY AND THE REGISTERED OWNER OF 1933, AS AMENDED, SUCH SECURITIES (OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH SUCH OWNER’S PREDECESSOR IN INTEREST). THE COMPANY WILL FURNISH A VIEW TO, OR IN CONNECTION WITH, COPY OF SUCH AGREEMENT WITHOUT CHARGE UPON WRITTEN REQUEST OF THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION HOLDER OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSTHIS CERTIFICATE.”

Legends on Stock Certificates. The certificates A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each of the Stockholders hereby agrees that each outstanding certificate representing shares of Parent Common Stock issuable in the Merger hereunder, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Shares subject to this Agreement shall bear the following legends reading substantially as follows: (along with any other legends that may be required under applicable state and federal corporate and securities laws): a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS OR BLUE SKY LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT WITH A VIEW TOBE TRANSFERRED, SOLD OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE AND SUCH STATE SECURITIES OR BLUE SKY LAWS. . (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, AND CERTAIN VOTING RESTRICTIONS, ON THE TERMS AND CONDITIONS SET FORTH IN AN STOCKHOLDERS' AGREEMENT DATED AS OF JUNE ___, 2002, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY OR FROM THE HOLDER OF THIS CERTIFICATE. NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. (c) THE HOLDER OF THIS CERTIFICATE AGREES FOR SUCH PERIOD AS THE COMPANY'S INVESTMENT BANKER SHALL REASONABLY REQUEST AND TO THE EXTENT ALSO AGREED TO BY THE FOUNDERS (AS SUCH TERM IS DEFINED IN THE SHAREHOLDERS AGREEMENT), NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933TO DIRECTLY OR INDIRECTLY OFFER, AS AMENDEDSELL (INCLUDING BY EFFECTING ANY SHORT SALE), OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED CONTRACT TO SELL, HYPOTHECATE, PLEDGE, GRANT ANY OPTION FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OF, ACQUIRE ANY OPTION TO DISPOSE OF, TRANSFER OR DISTRIBUTION THEREOF. NO OTHERWISE DISPOSE OF ANY COMMON STOCK, WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF SUCH SALEINVESTMENT BANKER, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION WHICH CONSENT MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO WITHHELD OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT GRANTED IN SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSINVESTMENT BANKER'S SOLE DISCRETION. Such certificate shall bear any additional legend required by the Asset Agreement or required for compliance with state securities or blue sky laws.

Legends on Stock Certificates. (a) The Investor acknowledges and understands that the certificates representing shares the Shares to be purchased by the Investor will bear, by imprint or endorsement, appropriate legends reflecting the status of Parent Common Stock issuable in the Merger hereunderShares under the Securities Act and applicable state securities laws. The Investor understands that the Shares shall bear a restrictive legend in, or substantially in, the form set forth below and any other securities issued in respect of legend, if such shares upon any stock split, stock dividend, recapitalization, merger, consolidation legend or similar event, shall bear legends are reasonably required by the following legends (along Company to comply with any other legends that may be required under applicable state and federal corporate and securities laws): law: THE SHARES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT MAY NOT BE TRANSFERRED, SOLD, CONVEYED, PLEDGED, GIFTED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND NOT WITH A VIEW TOANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM REGISTRATION FROM THE SECURITIES ACT AND THE RULES PROMULGATED THEREUNDER AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN CONNECTION WITH, PROVIDED THAT THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR INVESTOR DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTOR SHOULD BE AWARE THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION THEY MAY BE EFFECTED WITHOUT REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION INDEFINITE PERIOD OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSTIME. (b) The Investor agrees, that so long as the restrictive legends described herein in this Agreement remain on the certificates representing the Shares, the Company may maintain appropriate "stop transfer" orders with respect to the Shares, or any portion thereof, on its stock books and ledger and with its registrar and transfer agent, if any.

Legends on Stock Certificates. The certificates representing shares of Parent Common Stock issuable in the First Merger hereunder, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legends (along with any other legends that may be required under applicable state and federal corporate and securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. ): (1) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR OTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. (2) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER. (3) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO INDEMNITY OBLIGATIONS SET FORTH IN AN AGREEMENT WITH THE ISSUER.