Common use of Restrictions on Securities Clause in Contracts

Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.

Restrictions on Securities. This Note has been issued by the Maker Company pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Series B Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker Company shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to MakerCompany) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Series B Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: . THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Series B Stock issuable upon conversion of this Note, the Maker Company shall remove the foregoing legend from the certificate or issue to such Holder Lender a new certificate free of any transfer legend, if (a) with such request, the Maker Company shall have received an opinion of counsel, reasonably satisfactory to the Maker Company in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.

Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “"Act”"). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"ACT”"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.

Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act (a) Seller covenants that in no event will it dispose of 1933, as amended (the “Act”). None any of this Note or the shares of Common Stock issuable upon conversion received by it pursuant to the terms of this Note may be offered, sold or otherwise transferred Agreement unless and until: (i) they first shall have been registered there is then in effect a registration statement under the Securities Act covering such proposed disposition and applicable state securities laws such disposition is made in accordance with such registration statement; or (ii) the Maker (A) Seller shall have been complied with the requirements of the Securities Act applicable to such disposition of such shares including, without limitation, the applicable requirements of Rule 144 regarding volume, manner of sale and other matters, and (B) Seller shall have furnished with Buyer at Seller’s expense an opinion of legal counsel (in formcounsel, substance and scope reasonably acceptable satisfactory to Maker) to the effect Buyer that such sale or transfer is exempt from disposition will not require registration of such securities under the registration requirements Securities Act; provided that Buyer shall not require an opinion of counsel for routine sales of shares pursuant to Rule 144. (b) All certificates for the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, be issued to Seller hereunder shall bear a legend substantially in the following form, as appropriaterestrictive legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SUCH SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED A REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSIS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM RULE 144 OF THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon ACT.” The certificates evidencing the request of a holder of a certificate representing any shares of Common Stock issuable shall also bear any legend required by the Commissioner of Corporations of the State of California or required pursuant to any state, local or foreign law governing such securities. (c) The legend set forth in subsection (b) above shall be removed and Buyer shall issue a certificate without such legend to the holder of shares of Common Stock upon conversion which it is stamped, if: (i) the shares represented by such certificate have been sold pursuant to an effective registration statement under the Securities Act; (ii) in connection with the resale of this Notesuch shares, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) holder provides Buyer with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scopescope reasonably acceptable to Buyer, to the effect that any a sale or transfer of such legend shares may be removed from such certificate made without registration under the Securities Act; or (biii) a registration statement such holder provides Buyer with reasonable assurances that such shares have been sold under the Act covering such securities is in effectRule 144 or can be sold under Rule 144(k).

Restrictions on Securities. This Note has been issued by the Maker Company pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None No part of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws or (ii) the Maker Company shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to MakerCompany) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate Holder to remove the foregoing legend from the stock certificate, if any, representing any shares of Common Stock issuable upon conversion of this Note, the Maker Company shall remove the foregoing legend from the such certificate or issue to such Holder a new stock certificate free of any transfer legend, legend if (a) with such request, the Maker Company shall have received an opinion of counsel, reasonably satisfactory to the Maker Company in form, substance and scope, to the effect that any such legend may be removed from such stock certificate or (b) a registration statement under the Securities Act covering such securities is in effect.

Restrictions on Securities. This Note has been issued by (a) The Subscriber understands that until such time as the Maker Securities are registered pursuant to Article 6 hereof, the Securities will not be registered or available for sale in the public markets. The Subscriber understands and hereby acknowledges that the Company is under no obligation to assist the Subscriber in obtaining an exemption from various registration requirements, except as provided for in this Agreement, and that except as set forth in Article 6 hereof, the Company is under no obligation to register any of the Securities under the Securities Act or any state securities or “blue sky” laws. (b) The Subscriber consents to the placement of 1933a legend on any certificate or other document evidencing the Securities substantially as set forth below, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall that such Securities have not been registered under the Securities Act and applicable or any state securities or “blue sky” laws and setting forth or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) referring to the effect restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that such sale or transfer is exempt from the registration requirements Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the ActSecurities. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”). , OR UNDER THE SECURITIES REPRESENTED HEREBY LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERSAN OPINION OF COUNSEL IN FORM, SALES SUBSTANCE AND TRANSFERS ARE MADE PURSUANT SCOPE REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROM THE COMPANY, TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF THOSE IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.

Restrictions on Securities. This Note has been issued by the Maker Company pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock or Series C Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker Company shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to MakerCompany) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock or Series C Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: . THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Series C Stock issuable upon conversion of this Note, the Maker Company shall remove the foregoing legend from the certificate or issue to such Holder Lender a new certificate free of any transfer legend, if (a) with such request, the Maker Company shall have received an opinion of counsel, reasonably satisfactory to the Maker Company in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.

Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Maker shall file a registration statement for all shares of Common Stock issuable upon conversion of this Note within 90 days of the Issue Date of this Note. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.

Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None of Neither this Note or nor the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THOSE LAWSTHE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR (IF REQUESTED BY THE COMPANY) TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY OR (II) RULE 144 PROMULGATED UNDER THE SECURITIES ACT. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities Securities is in effect.

Restrictions on Securities. This Note has been issued by (a) Seller covenants that in no event will it dispose of any of the Maker pursuant to the exemption from Shares unless and until: (i) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act covering such proposed disposition and applicable state securities laws such disposition is made in accordance with such registration statement; or (ii) the Maker (A) Seller shall have been complied with the requirements of the Securities Act applicable to such disposition of Shares including, without limitation, the applicable requirements of Rule 144 regarding volume, manner of sale and other matters, and (B) Seller shall have furnished with Buyer at Seller’s expense an opinion of legal counsel (in formcounsel, substance and scope reasonably acceptable satisfactory to Maker) to the effect Buyer that such sale or transfer is exempt from disposition will not require registration of such securities under the registration requirements Securities Act; provided that Buyer shall not require an opinion of the Act. Each certificate counsel for routine sales of shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of Rule 144. (b) All certificates for the applicable legend, Shares shall bear a legend substantially in the following form, as appropriaterestrictive legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SUCH SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED A REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSIS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM RULE 144 OF THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon ACT.” The certificates evidencing the request Shares shall also bear any legend required by the Commissioner of Corporations of the State of California or required pursuant to any state, local or foreign law governing such securities. (c) The legend set forth in subsection (b) above shall be removed and Buyer shall issue a certificate without such legend to the holder of a Shares upon which it is stamped, if: (i) the Shares represented by such certificate representing any shares have been sold pursuant to an effective registration statement under the Securities Act; (ii) in connection with the resale of Common Stock issuable upon conversion of this Notesuch Shares, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) holder provides Buyer with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scopescope reasonably acceptable to Buyer, to the effect that any a sale or transfer of such legend Shares may be removed from such certificate made without registration under the Securities Act; or (biii) such holder provides Buyer with reasonable assurances that such Shares have been sold under Rule 144 or can be sold under Rule 144(k). (d) Seller agrees that in the event that Seller is permitted to sell the Shares under a registration statement filed with the SEC in connection with a firm commitment underwritten public offering of Buyer’s Common Stock registered under the Securities Act covering (a “Qualified Public Offering”), if so requested by any representative of the underwriters in connection with such Qualified Public Offering, Seller shall not sell or otherwise transfer any of the Shares or other securities is of Buyer during the lesser of (i) the 90 day period following the effective date of such registration statement, or (ii) the shortest lock-up period applicable to shares of Common Stock held by other stockholders of Buyer that are permitted to sell in effect.such Qualified Public

Restrictions on Securities. This Note has been MabCure acknowledges and agrees: (a) none of shares of common stock of NewCo to be issued by the Maker to MabCure pursuant to this Agreement (“NewCo Shares”) have been registered under the exemption Securities Act of 1933 or the securities laws of any state of the United States, that such NewCo Shares may not be offered or sold, directly or indirectly, in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available; and NewCo has no obligation or present intention of filing a registration statement or prospectus under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable any state securities laws or (ii) the Maker shall have been furnished with an opinion any other applicable securities laws in respect of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements any of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or NewCo Shares; (b) the NewCo Shares will be subject to certain resale restrictions imposed under applicable securities laws and the rules of regulatory bodies having jurisdiction, and MabCure agrees to comply with such restrictions; (c) it has been advised to consult its own legal advisors with respect to applicable resale and transfer restrictions, that it is solely responsible for complying with such restrictions; (d) the certificates representing the NewCo Shares issued to MabCure hereunder will be endorsed with the legends contemplated by the MabCure Representation Letter in the form attached as Annex C, or such other terms as may be necessary dependent upon applicable securities laws, as NewCo shall advise MabCure from time-to-time; and (e) NewCo will make a registration statement under notation on its records or give instructions to the Act covering transfer agent of the NewCo Shares, if any, in order to implement the restrictions on transfer set out in applicable securities laws. Additionally, MabCure shall complete and execute the MabCure Representation Letter in the form attached as Annex C (or such other letter as may be reasonably necessary, dependent upon applicable securities is in effectlaws, as NewCo shall advise MabCure from time-to-time) and, upon execution and delivery by MabCure, the MabCure Representation Letter (or other letter, as the case may be) shall be incorporated into and form part of this Agreement.

Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Class A Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of share of Class A Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Class A Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.or

Restrictions on Securities. This Note has been issued by the Maker Company pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None Act”).None of this Note or the shares of Common Series B Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker Company shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to MakerCompany) to the effect that such sale or transfer is exempt from the registration requirements of the Act. .Each certificate for shares of Common Series B Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: . THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Series B Stock issuable upon conversion of this Note, the Maker Company shall remove the foregoing legend from the certificate or issue to such Holder Lender a new certificate free of any transfer legend, if (a) with such request, the Maker Company shall have received an opinion of counsel, reasonably satisfactory to the Maker Company in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.

Restrictions on Securities. This Note (a) Purchaser acknowledges that: The offering of the Securities (the “Offering”) has not been issued by registered with, or reviewed by, the Maker Securities and Exchange Commission (“SEC”) because the Offering is intended to be a non-public offering and a private placement transaction pursuant to Section 4(2) and Rule 506 of Regulation D of the exemption from registration Securities Act. (b) The Securities are “restricted securities” as that term is defined under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). None of this Note ) and accordingly may not be offered for sale or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless in a transaction which would constitute a sale thereof within the meaning of the Securities Act unless: (i) they first shall have such security has been registered for sale under the Securities Act and registered or qualified under applicable state securities laws relating to the offer and sale of securities; or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt exemptions from the registration requirements of the Act. Each certificate Securities Act and the registration or qualification requirements of applicable state securities laws are available and the Company shall have received an opinion of counsel that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and would not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and such opinion to be satisfactory to the Company. (c) For so long as the foregoing restrictions on transfer are applicable, the Securities (and any shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold into which the Debenture is convertible or which may be purchased pursuant to an exemption that permits removal the exercise of the applicable Warrant) and the certificates evidencing the Securities (and such shares) shall bear the following legend, shall bear a in addition to any other legend substantially in the following form, as appropriaterequired by law or otherwise: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”)1933, AS AMENDED. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE OFFEREDTRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR SUCH OFFERS, SALES THE RULES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effectREGULATIONS THEREUNDER.”

Restrictions on Securities. This Note has been issued by the Maker Company pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker Company shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to MakerCompany) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker Company shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker Company shall have received an opinion of counsel, reasonably satisfactory to the Maker Company in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.

Restrictions on Securities. This Note has been issued by (a) Seller covenants that in no event will it dispose of any of the Maker pursuant to the exemption from Shares unless and until: (i) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act covering such proposed disposition and applicable state securities laws such disposition is made in accordance with such registration statement; or (ii) (A) the Maker Seller shall have been notified Buyer of the proposed disposition and shall have furnished Buyer with a statement of the circumstances surrounding the proposed disposition, which in the case of a sale to be made pursuant to Rule 144 promulgated under the Securities Act shall be limited to customary representations regarding compliance with the requirements of Rule 144 regarding volume, manner of sale and other matters, and (B) Seller shall have furnished Buyer at Seller’s expense an opinion of legal counsel (in formcounsel, substance and scope reasonably acceptable satisfactory to Maker) to the effect Buyer that such sale or transfer is exempt from disposition will not require registration of such securities under the registration requirements Securities Act; provided that Buyer shall not require an opinion of the Act. Each certificate counsel for routine sales of shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of Rule 144. (b) All certificates for the applicable legend, Shares shall bear a legend substantially in the following form, as appropriaterestrictive legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SUCH SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED A REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSIS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM RULE 144 OF THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon ACT.” The certificates evidencing the request Shares shall also bear any legend required by the Commissioner of Corporations of the State of California or required pursuant to any state, local or foreign law governing such securities. (c) The legend set forth in subsection (b) above shall be removed and Buyer shall issue a certificate without such legend to the holder of a Shares upon which it is stamped, if: (i) the Shares represented by such certificate representing any shares have been sold pursuant to an effective registration statement under the Securities Act; (ii) in connection with the resale of Common Stock issuable upon conversion of this Notesuch Shares, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) holder provides Buyer with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scopescope reasonably acceptable to Buyer, to the effect that any a public sale or transfer of such legend Shares may be removed from such certificate made without registration under the Securities Act; or (biii) a registration statement such holder provides Buyer with reasonable assurances that such Shares have been sold under the Act covering such securities is in effectRule 144 or can be sold under Rule 144(k).

Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “"Act”"). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Act Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"ACT”"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Maker shall file a registration statement for all shares of Common Stock issuable upon conversion of this Note within 90 days of the Issue Date of this Note. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.

Restrictions on Securities. This Note has been issued by the Maker Company pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws or (ii) the Maker Company shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to MakerCompany) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate Holder to remove the foregoing legend from the stock certificate, if any, representing any shares of Common Stock issuable upon conversion of this Note, the Maker Company shall remove the foregoing legend from the such certificate or issue to such Holder a new stock certificate free of any transfer legend, legend if (a) with such request, the Maker Company shall have received an opinion of counsel, reasonably satisfactory to the Maker Company in form, substance and scope, to the effect that any such legend may be removed from such stock certificate or (b) a registration statement under the Securities Act covering such securities is in effect.

Restrictions on Securities. This (a) The shares of Netzee Common Stock and the Note has been (collectively the "SECURITIES") to be delivered in connection with this Agreement will be issued by the Maker pursuant to the exemption Sellers in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”"SECURITIES ACT") by reason of Section 4(2) thereof, Regulation D promulgated thereunder, or other private offering exemptions, and similar or other exemptions under applicable state securities laws (the "STATE ACTS"). None , and Netzee is relying on the representations of the Sellers with respect to such exemptions. (b) Each Seller understands and agrees that stop transfer instructions with respect to any of the Securities issued by Netzee pursuant to this Agreement will be given to Netzee's transfer agent and that there will be placed on the certificates for such shares legends stating in substance as follows; provided, however, that upon the request of a Seller, the second paragraph of this Note or legend shall be removed at any time after one year following the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall Second Closing Date: The securities represented hereby have not been registered under the Securities Act and applicable of 1933, as amended, or any state securities laws and may not be offered, sold, transferred or otherwise disposed of unless registered with the United States Securities and Exchange Commission and the securities regulatory authorities of applicable states or unless (ii1) an exemption from such registration is available and (2) the Maker shall have been furnished with an opinion issuer of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have securities has received an opinion of counsel, counsel reasonably satisfactory to the Maker in form, substance and scope, it (both as to the effect opinion and such counsel) stating that any such legend may be removed from such certificate or (b) a registration statement is not required under the Securities Act covering of 1933 and, if applicable, the laws of the State of Georgia. Certain rights, obligations and restrictions are imposed on the securities represented by this certificate by an Asset Purchase Agreement by and among Netzee, Inc., John X. Xxxxxxx Xxxpany, Concentrex Incorporated, Meca Software, L.L.C. and MoneyScape Holdings, Inc., and any amendments thereto, copies of which are available at the issuer's offices. The transfer, encumbrance or other disposition of such securities in contravention of such agreement is null and void. Any transferee of such securities (but only as to such transfers that are permitted by such agreement) shall be bound by such agreement. (c) Each of the legends set forth in effectSection 1.8(b), as applicable, will also be placed on any certificate representing securities issued subsequent to the original issuance of the Securities pursuant to this Agreement as a result of any transfer of such securities or any stock dividend, stock split or other recapitalization as long as any of the Securities has not been registered or transferred in such manner to justify the removal of the legend therefrom.

Restrictions on Securities. This Note has been issued by (a) Seller and each holder of LLC Shares covenants that in no event will it dispose of any of the Maker pursuant to the exemption from Buyer Shares unless and until: (i) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act covering such proposed disposition and applicable state securities laws such disposition is made in accordance with such registration statement; or (ii) (A) the Maker recipient of the Buyer Shares shall have been complied with the requirements of the Securities Act applicable to such disposition of Buyer Shares including, without limitation, the applicable requirements of Rule 144 regarding volume, manner of sale and other matters, and (B) the recipient of the Buyer Shares shall have furnished with Buyer at its own expense an opinion of legal counsel (in formcounsel, substance and scope reasonably acceptable satisfactory to Maker) to the effect Buyer that such sale or transfer is exempt from disposition will not require registration of such securities under the registration requirements Securities Act; provided that Buyer shall not require an opinion of the Act. Each certificate counsel for routine sales of shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of Rule 144. (b) All certificates for the applicable legend, Buyer Shares shall bear a legend substantially in the following form, as appropriaterestrictive legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SUCH SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED A REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSIS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM RULE 144 OF THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon ACT.” The certificates evidencing the request Buyer Shares shall also bear any legend required by the Commissioner of Corporations of the State of California or required pursuant to any state, local or foreign law governing such securities. (c) The legend set forth in subsection (b) above shall be removed and Buyer shall issue a certificate without such legend to the holder of a Buyer Shares upon which it is stamped, if: (i) the Buyer Shares represented by such certificate representing any shares have been sold pursuant to an effective registration statement under the Securities Act; (ii) in connection with the resale of Common Stock issuable upon conversion of this Notesuch Buyer Shares, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) holder provides Buyer with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scopescope reasonably acceptable to Buyer, to the effect that any a sale or transfer of such legend Buyer Shares may be removed from such certificate made without registration under the Securities Act; or (biii) such holder provides Buyer with reasonable assurances that such Buyer Shares have been sold under Rule 144 or can be sold under Rule 144(k). (d) From and after the Closing until the date that is twelve (12) months following the Closing, Buyer shall use reasonable commercial efforts to make and keep public information available, as those terms are understood and defined in Rule 144 of the Securities Act, and file with the SEC in a registration statement timely manner all reports and other documents required of the Company under the Securities Act covering such securities is in effectand the Exchange Act.