Common use of Notice of Transfer, Opinions of Counsel Clause in Contracts

Notice of Transfer, Opinions of Counsel. Each holder of the Purchased Shares and Top-Up Shares bearing the restrictive legend set forth in clause 6.1 above (a “Restricted Security”), agrees with respect to any transfer of such Restricted Security to give to the Company (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and (b) upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state law. If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this clause 6.2), shall fail to notify such holder within ten Business Days after such holder shall have delivered such notice of opinion to the Company that, in its or its counsel’s opinion, the transfer may not be legally effective (the “Illegal Transfer Notice”), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor regular counsel to the Investor or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period after such contemplated transfer, deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) above. The restrictions imposed by this clause 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause 6.1 and not containing any other reference to the restrictions imposed by this clause 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause 6.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause 6.2. As used in this clause 6.2, the term “transfer” encompasses any sale, transfer or other disposition of any securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each holder of the Purchased Shares and Top-Up Shares bearing the restrictive legend set forth in clause Section 6.1 above (a “"Restricted Security”"), agrees with respect to any transfer of such Restricted Security to give to the Company REIT (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and (b) upon reasonable request by the Company REIT to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company REIT to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state law. If for any reason the Company REIT (after having been furnished with the opinion required to be furnished pursuant to this clause Section 6.2), shall fail to notify such holder within ten Business Days business days after such holder shall have delivered such notice of opinion opinion. to the Company REIT that, in its or its counsel’s 's opinion, the transfer may not be legally effective (the “"Illegal Transfer Notice”"), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company REIT an opinion of counsel (including in-house counselor regular counsel to the Investor such Purchaser or its investment adviser) which is in form and substance reasonably satisfactory to the Company REIT that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company REIT does not provide the holders with an Illegal Transfer Notice as set forth above, the Company REIT will within a reasonable period after such contemplated transfer, at the expense of such holder, deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(aSection 6.1(i) above. The restrictions imposed by this clause Section 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company REIT at the expense of such holder, a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause Section 6.1 and not containing any other reference to the restrictions imposed by this clause Section 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause Section 6.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause Section 6.2. As used in this clause Section 6.2, the term “"transfer” " encompasses any sale, transfer or other disposition of any an ,y securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each The holder of each of the Purchased Shares and Top-Up Shares shares of Preferred Stock or REIT Common Stock bearing the restrictive legend set forth in clause 6.1 Section 11.1 above (a “"Restricted Security”"), agrees with respect to any transfer of such Restricted Security to give to the Company REIT, (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements of the Securities Act or and any state law and (b) upon reasonable request by the Company REIT, to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counselcounsel or regular counsel to the Purchaser or its investment adviser), in form and substance reasonably satisfactory to the Company REIT, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state law. If for any reason the Company REIT, (after having been furnished with the opinion required to be furnished pursuant to this clause 6.2), Section 11.2) shall fail to notify such holder within ten Business Days (10) business days after such holder shall have delivered such notice of or opinion to the Company REIT, that, in its or its counsel’s 's opinion, the transfer may not be legally effective (the “"Illegal Transfer Notice”"), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company REIT, an opinion of counsel (including in-house counselor counsel or regular counsel to the Investor Purchaser or its investment adviser) which is in form and substance reasonably satisfactory to the Company REIT, that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company REIT will within a reasonable period promptly after such contemplated transfer, transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) Section 11.1 above. The restrictions imposed by this clause 6 Section 11 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or at such time as the shares are eligible to be transferred pursuant to Rule 144 144(k) promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company REIT, a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause 6.1 Section 11.1 and not containing any other reference to the restrictions imposed by this clause 6Section 11. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause 6.2 Section 11.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause 6.2Section 11.2. As used in this clause 6.2Section 11.2, the term “"transfer” " encompasses any sale, transfer or other disposition of any securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each The holder of the Purchased Shares and Top-Up Shares each Senior --------------------------------------- Discount Note bearing the restrictive legend set forth in clause 6.1 Section 11.5 above (a “"Restricted Security”), ") agrees in connection with respect to any transfer of such Restricted Security to give to the Company Issuer, upon request (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements description of the Securities Act manner or any state law and circumstances of such transfer and/or (b) upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder)counsel, which is knowledgeable in securities law matters (including in-house counselcounsel or regular counsel to such Purchaser or its investment advisor and reasonably acceptable to the Issuer), in form and substance reasonably satisfactory to the Company Issuer, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state lawAct. If for any reason the Company Issuer (after having been furnished with the opinion required to be furnished pursuant to this clause 6.2), Section 11.6) shall fail to notify such holder within ten Business Days 5 days after such holder shall have delivered such notice of description and/or opinion to the Company Issuer that, in its or its counsel’s 's opinion, the transfer may not be legally effective (the “"Illegal Transfer Notice”"), such holders shall thereupon be entitled to consummate the transfer of the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company Issuer an opinion of counsel (including in-house counselor counsel or regular counsel to the Investor such Purchaser or its investment adviser) which is in form and substance reasonably satisfactory to the Company Issuer that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company does not provide the holders with an Illegal Transfer Notice as set forth aboveAct, the Company Issuer will within a reasonable period promptly after such contemplated transfer, transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) Section 11.5 above. The restrictions imposed by this clause 6 Article XI upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company Issuer a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause 6.1 Section 11.5 and not containing any other reference to the restrictions imposed by this clause 6Article XI. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause 6.2 Section 11.6 with respect to the transfer of any securities Senior Discount Notes on which the restrictive legend has been removed in accordance with this clause 6.2Section 11.6 or if the transfer is made in reliance on Rule 144A under the Securities Act of 1933. As used in this clause 6.2Section 11.6, the term “"transfer” " encompasses any sale, transfer or other disposition of any securities Senior Discount Notes referred to herein.

Notice of Transfer, Opinions of Counsel. Each The holder of the Purchased Shares and Top-Up Shares each Note or Warrant certificate bearing the restrictive legend set forth in clause 6.1 Subsection 9.1 above (a “"Restricted Security”), ") agrees with respect to any transfer of such Restricted Security Security, upon reasonable request from the Company to such holder, to give to the Company (a) written notice information describing the transferee and the circumstances, if any, circumstances of such transfer necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and and, (b) upon reasonable request by the Company to such transferring holderif requested, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company and its counsel, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state lawAct. If the Company fails to request any such information or opinion, or if for any reason the Company (after having been furnished with the information and, if requested, opinion required to be furnished requested by the Company pursuant to this clause 6.2), Subsection 9.2) shall fail to notify provide such holder within ten Business Days after such holder shall have delivered such 5 days with written notice of opinion to the Company that, in its the opinion of the Company or its counsel’s opinion, the transfer may not be legally effective effected (the “"Illegal Transfer Notice”"), such holders holder shall thereupon be entitled to have the transfer of the Restricted Security registered on the books of the Company, or its transfer agent, as proposedthe case may be. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor counsel or regular counsel to the Investor such Purchaser or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act Act, or any state law, and if the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period promptly after such contemplated transfer, transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) Subsection 9.1 above. The restrictions imposed by this clause 6 Section 9 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause 6.1 Subsection 9.1 and not containing any other reference to the restrictions imposed by this clause 6Subsection 9.2. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause 6.2 Subsection 9.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause 6.2Subsection 9.2. As used in this clause 6.2Subsection 9.2, the term “"transfer” " encompasses any sale, transfer or other disposition of any securities of the Notes or Warrants referred to herein.

Notice of Transfer, Opinions of Counsel. Each holder of the Purchased Shares and Top-Up Shares bearing the restrictive legend set forth in clause Section 6.1 above (a “"Restricted Security”"), agrees with respect to any transfer of such Restricted Security to give to the Company REIT (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and (b) upon reasonable request by the Company REIT to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company REIT to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state law. If for any reason the Company REIT (after having been furnished with the opinion required to be furnished pursuant to this clause Section 6.2), shall fail to notify such holder within ten Business Days business days after such holder shall have delivered such notice of opinion to the Company REIT that, in its or its counsel’s 's opinion, the transfer may not be legally effective (the “"Illegal Transfer Notice”"), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company REIT an opinion of counsel (including in-house counselor counsel or regular counsel to the Investor such Purchaser or its investment adviser) which is in form and substance reasonably satisfactory to the Company REIT that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company REIT does not provide the holders with an Illegal Transfer Notice as set forth above, the Company REIT will within a reasonable period after such contemplated transfer, at the expense of such holder, deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(aSection 6.1(i) above. The restrictions imposed by this clause Section 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company REIT at the expense of such holder, a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause Section 6.1 and not containing any other reference to the restrictions imposed by this clause Section 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause Section 6.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause Section 6.2. As used in this clause Section 6.2, the term “"transfer” " encompasses any sale, transfer or other disposition of any securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each The holder of the Purchased Shares each Senior --------------------------------------- Note and Top-Up Shares Common Stock Purchase Warrant certificate (or Common Stock certificate issued on exercise thereof) bearing the restrictive legend set forth in clause 6.1 Section 12.12 above (a “"Restricted Security”), ") agrees in connection with respect to any transfer of such Restricted Security to give to the Company (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability manner or circumstances of an exemption from the registration requirements of the Securities Act or any state law such transfer and (b) upon reasonable request if requested by the Company to such transferring holderCompany, an opinion of counsel (at the expense of such holder)counsel, which is knowledgeable in securities law matters (including in-house counselcounsel or regular counsel to such Purchaser or its investment advisor), in form and substance reasonably satisfactory to the Company Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state lawAct. If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this clause 6.2), Section 12.14) shall fail to notify such holder within ten Business Days 5 days after such holder shall have delivered such notice of and/or opinion to the Company that, in its or its counsel’s 's opinion, the transfer may not be legally effective (the “"Illegal Transfer Notice”"), such holders shall thereupon be entitled to consummate the transfer of the Restricted Security as proposed; provided, however, that such procedure shall not be ----------------- required, and any such attempted transfer shall not be effective, in respect of a proposed transfer which is expressly prohibited by the terms of this Agreement because it represents (i) an attempt to transfer Senior Notes in an aggregate principal amount of less than $2 million (subject to adjustment) in contravention of Section 12.1 hereof, or (ii) an attempt to detach the Common Stock Purchase Warrants from the Senior Notes prior to the first anniversary of the Closing Date in contravention of Section 12.13 hereof. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-in- house counselor counsel or regular counsel to the Investor such Purchaser or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act Act, or any state law, and if the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period promptly after such contemplated transfer, transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) Section 12.12 above. The restrictions imposed by this clause 6 Article XII upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause 6.1 Section 12.12 and not containing any other reference to the restrictions imposed by this clause 6Article XII. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause 6.2 Section 12.14 with respect to the transfer of any securities Securities on which the restrictive legend has 66 been removed in accordance with this clause 6.2Section 12.14. As used in this clause 6.2Section 12.14, the term “"transfer” " encompasses any sale, transfer or other disposition of any securities Securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each holder of the Purchased Preferred Shares and Top-Up (or shares of Common Stock or Series E Preferred Shares issued upon conversion of Preferred Shares) bearing the restrictive legend set forth in clause Section 6.1 above (a “Restricted Security”), agrees with respect to any transfer of such Restricted Security to give to the Company (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and (b) upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state law. If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this clause Section 6.2), shall fail to notify such holder within ten Business Days after such holder shall have delivered such notice of opinion to the Company that, in its or its counsel’s opinion, the transfer may not be legally effective (the “Illegal Transfer Notice”), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor counsel or regular counsel to the such Investor or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period after such contemplated transfer, at the expense of such holder, deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(aSection 6.1(i) above. The restrictions imposed by this clause Section 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company at the expense of such holder, a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause Section 6.1 and not containing any other reference to the restrictions imposed by this clause Section 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause Section 6.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause Section 6.2. As used in this clause Section 6.2, the term “transfer” encompasses any sale, transfer or other disposition of any securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each The holder of the Purchased Shares and Top-Up Shares each Note or Warrant certificate bearing the restrictive legend set forth in clause 6.1 Subsection 10.1 above (a “"Restricted Security”), ") agrees with respect to any transfer of such Restricted Security Security, upon reasonable request from the Company to such holder, to give to the Company (a) written notice information describing the transferee and the circumstances, if any, circumstances of such transfer necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and and/or (b) upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel)-38- 39 matters, in form and substance reasonably satisfactory to the Company Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state lawAct. If the Company fails to request any such information or opinion, or if for any reason the Company (after having been furnished with the information and/or opinion required to be furnished requested by the Company pursuant to this clause 6.2), Subsection 10.2) shall fail to notify provide such holder within ten Business Days after such holder shall have delivered such 5 days with written notice of opinion to the Company that, in its the opinion of the Company or its counsel’s opinion, the transfer may not be legally effective effected (the “"Illegal Transfer Notice”"), such holders holder shall thereupon be entitled to have the transfer of the Restricted Security registered on the books of the Company, or its transfer agent, as proposedthe case may be. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor regular counsel to the Investor such holder or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act Act, or any state law, and if the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period promptly after such contemplated transfer, transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) Subsection 10.1 above. The restrictions imposed by this clause 6 Section 10 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause 6.1 Subsection 10.1 and not containing any other reference to the restrictions imposed by this clause 6Subsection 10.2. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause 6.2 Subsection 10.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause 6.2Subsection 10.2. As used in this clause 6.2Subsection 10.2, the term “"transfer” " encompasses any sale, transfer or other disposition of any securities of the Notes or Warrants referred to herein. Notwithstanding any provisions contained herein to the contrary, no transfer of the Notes shall be permitted if such transfer would be deemed to be a violation of any applicable law, including, without limitation, a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Code.

Notice of Transfer, Opinions of Counsel. Each holder of the Purchased Shares and Top-Up Shares Securities bearing the restrictive legend set forth in clause Section 6.1 above (a “Restricted Security”), agrees with respect to any transfer of such Restricted Security to give to the Company (a) three Business Days prior to such transfer (i.e., T+3) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law law, and (b) if in connection with such transfer, the holder of the Restricted Security requests that the Company remove the restrictive legend from such Restricted Security, upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company to the effect that the proposed transfer subsequent transfers of such Restricted Security may be effected without will not require registration of such Restricted Security under the Securities Act or any state law. If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this clause 6.2), shall fail to notify such holder within ten Business Days after such holder shall have delivered such notice of opinion to the Company that, in its or its counsel’s opinion, the transfer may not be legally effective (the “Illegal Transfer Notice”), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor regular counsel or outside counsel to the an Investor or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company Company, in its or its counsel’s opinion does not provide the holders reasonably disagree with an Illegal Transfer Notice as set forth abovesuch opinion, the Company will within a reasonable period after such contemplated transfer, at the expense of such holder, deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) Section 6.1 above. The restrictions imposed by this clause Section 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company at the expense of such holder, a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause Section 6.1 and not containing any other reference to the restrictions imposed by this clause Section 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause Section 6.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause Section 6.2. As used in this clause Section 6.2, the term “transfer” encompasses any sale, transfer or other disposition of any securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each holder of the Purchased Shares and Top-Up Preferred Shares bearing the restrictive legend set forth in clause Section 6.1 above (a “Restricted Security”), agrees with respect to any transfer of such Restricted Security to give to the Company (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and (b) upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state law. If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this clause Section 6.2), shall fail to notify such holder within ten Business Days business days after such holder shall have delivered such notice of opinion opinion. to the Company that, in its or its counsel’s opinion, the transfer may not be legally effective (the “Illegal Transfer Notice”), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor regular counsel to the such Investor or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period after such contemplated transfer, at the expense of such holder, deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(aSection 6.1(i) above. The restrictions imposed by this clause Section 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company at the expense of such holder, a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause Section 6.1 and not containing any other reference to the restrictions imposed by this clause Section 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause Section 6.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause Section 6.2. As used in this clause Section 6.2, the term “transfer” encompasses any sale, transfer or other disposition of any an ,y securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each holder of the Purchased Shares and Top-Up Preferred Shares bearing the restrictive legend set forth in clause Section 6.1 above (a “Restricted Security”), agrees with respect to any transfer of such Restricted Security to give to the Company (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and (b) upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state law. If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this clause 6.2Section 6.3), shall fail to notify such holder within ten Business Days (10) business days after such holder shall have delivered such notice of opinion to the Company that, in its or its counsel’s opinion, the transfer may not be legally effective (the “Illegal Transfer Notice”), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor regular counsel or outside counsel to the an Investor or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period after such contemplated transfer, at the expense of such holder, deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(aSection 6.1(i) above. The restrictions imposed by this clause Section 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company at the expense of such holder, a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause Section 6.1 and not containing any other reference to the restrictions imposed by this clause Section 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause 6.2 Section 6.3 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause 6.2Section 6.3. As used in this clause 6.2Section 6.3, the term “transfer” encompasses any sale, transfer or other disposition of any securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each The holder of each certificate representing the Purchased Shares and Top-Up Shares bearing the restrictive legend set forth in clause Section 6.1 above (a “"Restricted Security”"), agrees with respect to any transfer of such Restricted Security to give provide to the Company (a) upon request, a written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements description of the Securities Act manner or circumstances of any state law transfer of any Restricted Security and (b) upon reasonable request by the Company to such transferring holderCompany, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state lawAct. If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this clause Section 6.2), ) shall fail to notify such holder within ten Business Days five business days after such holder shall have delivered such notice of opinion to the Company that, in its or its counsel’s 's opinion, the transfer may not be legally effective (the “"Illegal Transfer Notice”"), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor counsel or regular counsel to the Investor such Purchaser or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act Act, or any state law, and if the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period promptly after such contemplated transfer, transfer deliver new now certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) Section 6.1 above. The restrictions imposed by this clause Section 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause Section 6.1 and not containing any other reference to the restrictions imposed by this clause Section 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause Section 6.2 with respect to the transfer of any securities Securities on which the restrictive legend has been removed in accordance with this clause Section 6.2. As used in this clause Section 6.2, the term “"transfer” " encompasses any sale, transfer or other disposition of any securities Securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each The holder of the Purchased Shares each Senior Discount Note and Top-Up Shares Common Stock Purchase Warrant certificate (or Common Stock certificate issued on exercise thereof) bearing the restrictive legend set forth in clause 6.1 Section 11.11 above (a “"Restricted Security”), ") agrees in connection with respect to any transfer of such Restricted Security to give to the Company Company, upon request (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements description of the Securities Act manner or any state law and (b) upon reasonable request by the Company to circumstances of such transferring holder, transfer and/or an opinion of counsel (at the expense of such holder)counsel, which is knowledgeable in securities law matters (including in-house counselcounsel or regular counsel to such Purchaser or its investment advisor), in form and substance reasonably satisfactory to the Company Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state lawAct. If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this clause 6.2), Section 11.12) shall fail to notify such holder within ten Business Days 5 days after such holder shall have delivered such notice of description and/or opinion to the Company that, in its or its counsel’s 's opinion, the transfer may not be legally effective (the “"Illegal Transfer Notice”"), such holders shall thereupon be entitled to consummate the transfer of the Restricted Security as proposed; PROVIDED, HOWEVER, that such procedure shall not be required, and any such attempted transfer shall not be effective, in respect of a proposed transfer which is expressly prohibited by the terms of this Agreement because it represents an attempt to transfer Senior Discount Notes in an aggregate principal amount of less than $10,000 (subject to adjustment) in contravention of Section 11.1 hereof. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor counsel or regular counsel to the Investor such Purchaser or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act Act, or any state law, and if the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period promptly after such contemplated transfer, transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) Section 11.11 above. The restrictions imposed by this clause 6 Article XI upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause 6.1 Section 11.11 and not containing any other reference to the restrictions imposed by this clause 6Article XI. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause 6.2 Section 11.12 with respect to the transfer of any securities Securities on which the restrictive legend has been removed in accordance with this clause 6.2Section 11.12. As used in this clause 6.2Section 11.12, the term “"transfer” " encompasses any sale, transfer or other disposition of any securities Securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each holder of the Purchased Shares and Top-Up Shares Securities bearing the restrictive legend set forth in clause Section 6.1 above (a “Restricted Security”), agrees with respect to any transfer of such Restricted Security to Security, will give to the Company (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration or qualification requirements of the Securities Act or any applicable state law securities law, and (b) upon reasonable request by the Company to such transferring holder at the expense of such holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including may be in-house counsel), counsel or outside counsel to an Investor or its investment adviser) in form and substance reasonably satisfactory to the Company to the effect that the proposed transfer of such Restricted Security may be effected without registration or qualification of such Restricted Security under the Securities Act or any applicable state securities law. If for any reason the Company (after having been furnished with the opinion required requested to be furnished pursuant to this clause Section 6.2), shall fail to notify such holder within ten Business Days after such holder shall have delivered such notice of opinion to the Company that, in its or its counsel’s opinion, the transfer may not be legally effective (the “Illegal Transfer Notice”), such holders shall holder thereupon will be entitled to transfer the Restricted Security as proposed. If (i) the holder of the Restricted Security delivers to the Company an opinion of counsel (including which may be in-house counselor regular counsel or outside counsel to the an Investor or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any applicable state securities law, and (ii) the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period after promptly following such contemplated transfertransfer (and in any event within three Business Days), at the expense of such holder, will deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause Section 6.1(a) above). The restrictions imposed by this clause Section 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security Security, as to which such the restrictions imposed by this Section 6 shall have terminated terminated, shall be entitled to receive from the Company Company, at the expense of the Company, a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause Section 6.1 and not containing any other reference to the restrictions imposed by this clause Section 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause Section 6.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause Section 6.2. As used in this clause Section 6.2, the term “transfer” encompasses any sale, transfer or other disposition of any securities referred to herein.

Notice of Transfer, Opinions of Counsel. Each The holder of the Purchased Shares and Top-Up Shares each --------------------------------------- Note or Warrant certificate bearing the restrictive legend set forth in clause 6.1 Subsection 10.1 above (a “"Restricted Security”), ") agrees with respect to any transfer of such Restricted Security Security, upon reasonable request from the Company to such holder, to give to the Company (a) written notice information describing the transferee and the circumstances, if any, circumstances of such transfer necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and and/or (b) upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel)matters, in form and substance reasonably satisfactory to the Company Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state lawAct. If the Company fails to request any such information or opinion, or if for any reason the Company (after having been furnished with the information and/or opinion required to be furnished requested by the Company pursuant to this clause 6.2), Subsection 10.2) shall fail to notify provide such holder within ten Business Days after such holder shall have delivered such 5 days with written notice of opinion to the Company that, in its the opinion of the Company or its counsel’s opinion, the transfer may not be legally effective effected (the “"Illegal Transfer Notice”"), such holders holder shall thereupon be entitled to have the transfer of the Restricted Security registered on the books of the Company, or its transfer agent, as proposedthe case may be. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor regular counsel to the Investor such holder or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act Act, or any state law, and if the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period promptly after such contemplated transfer, transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(a) Subsection 10.1 above. The restrictions imposed by this clause 6 Section 10 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause 6.1 Subsection 10.1 and not containing any other reference to the restrictions imposed by this clause 6Subsection 10.2. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause 6.2 Subsection 10.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause 6.2Subsection 10.2. As used in this clause 6.2Subsection 10.2, the term “"transfer” " encompasses any sale, transfer or other disposition of any securities of the Notes or Warrants referred to herein. Notwithstanding any provisions contained herein to the contrary, no transfer of the Notes shall be permitted if such transfer would be deemed to be a violation of any applicable law, including, without limitation, a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Code.

Notice of Transfer, Opinions of Counsel. Each holder of the Purchased Shares and Top-Up Common Shares bearing the restrictive legend set forth in clause Section 6.1 above (a “Restricted Security”), agrees with respect to any transfer of such Restricted Security to give to the Company (a) written notice describing the transferee and the circumstances, if any, necessary to establish the availability of an exemption from the registration requirements of the Securities Act or any state law and (b) upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder), which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Company to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act or any state law. If for any reason the Company (after having been furnished with the opinion required to be furnished pursuant to this clause Section 6.2), shall fail to notify such holder within ten Business Days after such holder shall have delivered such notice of opinion to the Company that, in its or its counsel’s opinion, the transfer may not be legally effective (the “Illegal Transfer Notice”), such holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house counselor counsel or regular counsel to the such Investor or its investment adviser) which is in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any state law, and the Company does not provide the holders with an Illegal Transfer Notice as set forth above, the Company will within a reasonable period after such contemplated transfer, at the expense of such holder, deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in clause 6.1(aSection 6.1(i) above. The restrictions imposed by this clause Section 6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Company at the expense of such holder, a new security of the same type but not bearing the restrictive Securities Act legend set forth in clause Section 6.1 and not containing any other reference to the restrictions imposed by this clause Section 6. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this clause Section 6.2 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with this clause Section 6.2. As used in this clause Section 6.2, the term “transfer” encompasses any sale, transfer or other disposition of any securities referred to herein.