Common use of Securities Act Legend Clause in Contracts

Securities Act Legend. Each certificate representing Common Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legends.

Securities Act Legend. Each certificate representing Common Shares shall (a) Subject to the provisions of paragraph (b) below, and subject to any additional legend which may be stamped or otherwise required in accordance with the Share Exchange and Assumption Agreement, each Equity Security held by the Shareholders (including all shares owned on the date hereof by the Shareholders) will be imprinted with a legend substantially in substantially the following form: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933XX 0000 XX XXX XXXXXX XXXXXX, AS AMENDED (OR THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN THEY MAY NOT BE REOFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT OR A COMPARABLE DOCUMENT UNDER THE LAWS OF ANY OTHER JURISDICTION IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED OR AN EXEMPTION THEREFROM UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE ACT OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE OR ANY OTHER JURISDICTION’S SECURITIES ADMINISTRATOR. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE AMENDED AND APPLICABLE STATE SECURITIES LAWSRESTATED SHAREHOLDERS AGREEMENT, DATED AS OF OCTOBER 31, 2007, AS MAY BE AMENDED, AMONG THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE WITH THE COMPANY. ANY OFFER, NO SALE, ASSIGNMENT, TRANSFER TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THESE THE SECURITIES REPRESENTED HEREBY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SAID SHAREHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSFULL.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer of any such Common Shares, to give written notice ” (b) If a Shareholder delivers to the Company an opinion of counsel (who may be an employee of such Holder’s intention to effect such Transfer Shareholder) in form and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be substance reasonably satisfactory to the Company) , that transfers of some or all of the Equity Securities held by such proposed Transfer does Shareholder do not involve a transaction requiring require registration or qualification of such shares under the Securities Act Act, any applicable state securities laws or the securities law of any other applicable securities laws. Such Holder jurisdiction, the Company will promptly deliver new certificates for such shares of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the CompanyEquity Securities which, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests supported by such opinion, does do not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the Securities Act legend set forth in this the first paragraph of Section 4(f)(ii2.4(a) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legendsabove.

Securities Act Legend. Each certificate representing Common Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 fifteen days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 fifteen days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legends.

Securities Act Legend. Each certificate representing Common Shares of the certificates evidencing the Securities and the Conversion Shares, and any certificates issued upon transfer or exchange of the foregoing, shall be stamped or otherwise imprinted with a legend in substantially containing language similar to the following formfollowing: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”), ") OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, OTHERWISE TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. ANY OFFERLAWS OR, SALEUNLESS, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO ISSUER'S COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER IT IS EXEMPT FROM REGISTRATION OR RESALE IS OTHERWISE IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SUCH LAWS. THE SECURITIES LAWS.” REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO A LOCK-UP AGREEMENT, A COPY OF WHICH IS AVAILABLE FROM THE COMPANY AT NO CHARGE. The Holder legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any the Securities and the Conversion Shares, as applicable, if, unless otherwise required by state securities laws, such holder provides the Company with reasonable assurances that the shares of Common Shares by acceptance thereof agreesStock, prior constituting part of the Units being purchased hereunder, and the Conversion Shares, as applicable, can be sold pursuant to any Transfer Rule 144 under the 1993 Act (or a successor rule thereto). Notwithstanding the removal of any such Common legend, Purchaser agrees to Transfer the Securities and the Conversion Shares, to give written notice to including those represented by certificate(s) from which the Company of such Holder’s intention to effect such Transfer and to comply legend has been removed, in compliance with all other respects applicable securities laws and, if, in connection with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Companyany Transfer, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall legend would be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares appropriate under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares , Purchaser shall, in accordance connection with the terms of the notice delivered to the Company, if any such Transfer is otherwise in compliance with this Agreement and ensure that the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing certificates representing any such securities so Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legendsforegoing legend.

Securities Act Legend. Each Registrable Securities will initially be represented by certificates bearing a restrictive legend as follows (the "Securities Act Legend"): "The securities represented hereby have not been registered under the Securities Act of 1933 and may not be sold or otherwise transferred except pursuant to an effective registration statement under such Act or an available exemption from the registration requirements thereof." The Securities Act Legend will not apply with respect to any securities that are included in the Shelf Registration Statement after such securities have been or are being sold or otherwise transferred during the Effectiveness Period, unless they are being transferred in a private transaction where no delivery of the Prospectus is intended. In addition, the Securities Act Legend will not apply to any securities (x) that have been or are being sold pursuant to Rule 144, (y) that are eligible for resale pursuant to paragraph (k) of Rule 144 or (z) that have otherwise ceased to be "restricted securities" within the meaning of Rule 144. The Company will cause the Securities Act Legend to be removed from any certificate representing Common Shares securities to which such legend does not apply, and such securities shall be stamped or otherwise imprinted with a legend freely transferrable, (i) in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” The Holder case of any Common Shares by acceptance thereof agreessecurity referred to in the ----------------------- * The second anniversary of the Closing Date, prior to any Transfer be filled in when the certificates are issued. second preceding sentence, promptly upon request, (ii) in the case of any such Common Sharessecurity referred to in clause (x) or (y) of the immediately preceding sentence, promptly upon delivery to give written notice the Company or its transfer agent of a signed certificate substantially in the form of Exhibit B hereto and (iii) in the case of any security referred to in clause (z) of the immediately preceding sentence, promptly upon delivery to the Company of such Holder’s intention to effect written certification (which may include a customary opinion of counsel) that such Transfer and to comply in all other respects with Section 4 and security is not such a "restricted security" as the provisions of this Section 4(f)Company reasonable may request. Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the CompanyIn addition, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under Company may also remove the Securities Act Legend from any certificate if it determines that such removal would be appropriate. In connection with any sale or other applicable securities laws. Such Holder transfer of such Common Shares shall Registrable Securities proposed to be entitled to effect made in reliance on a Transfer of such Common Shares in accordance with private placement exemption from the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions requirements of the Securities Act or other applicable securities laws or (ii) Act, the Company shall have waived may require the requirement transferor to provide reasonable written confirmation (which may include a customary opinion of counsel) that such legendsexemption is available.

Securities Act Legend. Each The Warrantholder shall not be entitled to any rights of a stockholder of the Company with respect to any Shares purchasable upon the exercise hereof, including voting, dividend or dissolution rights, until such Shares have been paid for in full. As soon as practicable after such exercise, the Company shall deliver a certificate representing Common Shares or certificates for the securities issuable upon such exercise, all of which shall be stamped fully paid and nonassessable, to the person or otherwise imprinted with persons entitled to receive the same; provided, however, that, if applicable, such certificate or certificates delivered to the holder of the surrendered Warrants shall bear a legend in reading substantially the following formas follows: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN ANY EXEMPTION THEREFROM PURSUANT TO THE UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, IF APPLICABLE. ANY OFFERTHE COMPANY, SALE, ASSIGNMENT, PRIOR TO PERMITTING A TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO SECURITIES, MAY REQUIRE DELIVERY OF AN OPINION OF COUNSEL OR OTHER ASSURANCES SATISFACTORY TO IT AS TO COMPLIANCE WITH OR EXEMPTION FROM SUCH ACT AND LAWS. THIS WARRANT CERTIFICATE AND THE SHARES ISSUED UPON EXERCISE OF THIS WARRANT OR CASH PROCEEDS RECEIVED UPON SALE OF THE SHARES MAY BE SUBJECT TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH TERMS OF AN ESCROW AGREEMENT DATED MAY ___, 2013, AMONG MIRROR WORLDS, LLC, THE ACT COMPANY AND ANY APPLICABLE STATE SECURITIES LAWS.” The Holder of any Common Shares by acceptance thereof agreesTHE ESCROW AGENT, prior to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f(“ESCROW AGREEMENT”). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legendsA COPY OF THE ESCROW AGREEMENT CAN BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”

Securities Act Legend. Each Except as otherwise provided in this Section 9.01, each stock certificate representing Common Shares or other instrument evidencing the Series B Shares, the Warrants, any Conversion Stock or any Warrant Stock shall be stamped or otherwise imprinted with bear a legend in substantially the following form: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER OTHER SECURITIES LAWS. THEY ARE `RESTRICTED SECURITIES' WITHIN THE SECURITIES LAWS MEANING OF ANY STATE OR OTHER JURISDICTIONSEC RULE 144. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN THE SHARES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER SUCH LAWS OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH LAWS, THE AVAILABILITY OF WHICH IS SUBJECT TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer " Any holder of any such Common Shares, certificate or instrument bearing the foregoing legend shall be entitled to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by promptly receive from the Company, without expense, a new certificate or instrument of identical tenor representing the Holder delivering same kind of securities and the same number or other amount thereof not bearing such notice legend if such securities shall deliver a written opinion, addressed to have been effectively registered under the Company, Securities Act and are sold or otherwise disposed of counsel for in accordance with the Holder intended method of such Common Shares, stating that disposition by the seller thereof set forth in the registration statement, or such securities may be freely transferred by such holder by reason of an exemption from registration under the Securities Act, or such legend otherwise is not required in order to ensure compliance with the Securities Act. The written opinion of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, or other legal counsel selected by such counsel (which opinion holder and counsel shall be reasonably satisfactory to the Company) Company with respect to any of the foregoing or with respect to any question concerning whether any proposed transfer of any such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under securities would violate the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled sufficient to effect a Transfer of such Common Shares in accordance with determine the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legendsissue.

Securities Act Legend. Each Except as otherwise provided in --------------------- this Section 9.01, each stock certificate representing Common Shares or other instrument evidencing the ------------ Series B Shares, the Warrants, any Conversion Stock or any Warrant Stock shall be stamped or otherwise imprinted with bear a legend in substantially the following form: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER OTHER SECURITIES LAWS. THEY ARE `RESTRICTED SECURITIES' WITHIN THE SECURITIES LAWS MEANING OF ANY STATE OR OTHER JURISDICTIONSEC RULE 144. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN THE SHARES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES SUCH LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE COMPANY. ANY OFFER, THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE THE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS ALSO SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT TERMS AND ANY CONDITIONS OF THAT CERTAIN INVESTORS RIGHTS AGREEMENT, DATED AS OF APRIL 18, 2000, AS SUPPLEMENTED, MODIFIED AND AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND THE INVESTORS NAMED THEREIN, A COPY OF WHICH AGREEMENT IS AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. A COPY OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS APPLICABLE STATE TO THIS CLASS OF SECURITIES LAWSWILL BE FURNISHED TO THE SHAREHOLDER ON REQUEST IN WRITING AND WITHOUT CHARGE.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer " Any holder of any such Common Shares, certificate or instrument bearing the foregoing legend shall be entitled to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by promptly receive from the Company, without expense, a new certificate or instrument of identical tenor representing the Holder delivering same kind of securities and the same number or other amount thereof not bearing such notice legend if such securities shall deliver a written opinion, addressed to have been effectively registered under the Company, Securities Act and are sold or otherwise disposed of counsel for in accordance with the Holder intended method of such Common Shares, stating that disposition by the seller thereof set forth in the registration statement, or such securities may be freely transferred by such holder by reason of an exemption from registration under the Securities Act, or such legend otherwise is not required in order to ensure compliance with the Securities Act. The written opinion of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, or other legal counsel selected by such counsel (which opinion holder and counsel shall be reasonably satisfactory to the Company) Company with respect to any of the foregoing or with respect to any question concerning whether any proposed transfer of any such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under securities would violate the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled sufficient to effect a Transfer of such Common Shares in accordance with determine the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legendsissue.

Securities Act Legend. Each certificate representing Common The Warrant Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 6 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Warrant Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY ISSUABLE UPON EXERCISE OF THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND WARRANT 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, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE FOREIGN SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN LAWS AND MAY NOT BE REOFFEREDOFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER AND FOREIGN LAW OR OTHER DISPOSITION OF THESE SECURITIES IN A (II) THE TRANSACTION THAT IS NOT REGISTERED EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT IS SUBJECT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY’S RIGHT COMPANY TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE SUCH EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSHAS BEEN RENDERED BY COUNSEL.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legends.”

Securities Act Legend. Each Except as otherwise provided in this ----------- --------------------- Section 9.1, each stock certificate representing Common Shares or other instrument evidencing the Series A ----------- Shares, the Warrants, any Conversion Stock or any Warrant Stock shall be stamped or otherwise imprinted with bear a legend in substantially the following form: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER OTHER SECURITIES LAWS. THEY ARE 'RESTRICTED SECURITIES' WITHIN THE SECURITIES LAWS MEANING OF ANY STATE OR OTHER JURISDICTIONSEC RULE 144. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN THE SHARES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER SUCH LAWS OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH LAWS, THE AVAILABILITY OF WHICH IS SUBJECT TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer " Any holder of any such Common Shares, certificate or instrument bearing the foregoing legend shall be entitled to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by promptly receive from the Company, without expense, a new certificate or instrument of identical tenor representing the Holder delivering same kind of securities and the same number or other amount thereof not bearing such notice legend if such securities shall deliver a written opinion, addressed to have been effectively registered under the Company, Securities Act and are sold or otherwise disposed of counsel for in accordance with the Holder intended method of such Common Shares, stating that disposition by the seller thereof set forth in the registration statement, or such securities may be freely transferred by such holder by reason of an exemption from registration under the Securities Act, or such legend otherwise is not required in order to ensure compliance with the Securities Act. The written opinion of Xxxxx & Xxxxx, L.L.P., or other legal counsel selected by such counsel (which opinion holder and counsel shall be reasonably satisfactory to the Company) Company with respect to any of the foregoing or with respect to any question concerning whether any proposed transfer of any such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under securities would violate the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled sufficient to effect a Transfer of such Common Shares in accordance with determine the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legendsissue.

Securities Act Legend. Each certificate representing Common (i) Except as provided in Subsection 6(b)(iii) below, any Guarantor Warrants, Guarantor Warrant Shares and any other securities issued or issuable with respect to any Restricted Guarantor Warrants or restricted Guarantor Warrant Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise shall bear the Securities Act Legend. (ii) The Securities Act Legend shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED (THE “"SECURITIES ACT”"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION ACT OR AN EXEMPTION THEREFROM FROM REGISTRATION THEREUNDER AND PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER REGISTRATION OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED QUALIFICATION UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAWS OR EXEMPTION THEREFROM.” The Holder (iii) Upon any sale or transfer of any Common Shares by acceptance thereof agreesa Restricted Guarantor Warrant pursuant to an effective registration statement under the Securities Act, prior pursuant to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares Rule 144 under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled pursuant to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such an opinion of counsel reasonably satisfactory to the Company that no Securities Act Legend is required, the Guarantor Warrant Agent shall permit the Holder of thereof to exchange such shares (which opinion and counsel shall be reasonably acceptable to the Company) states Restricted Guarantor Warrant for a Guarantor Warrant that registration or qualification of any future Transfer of Common Shares is does not required by the applicable provisions of bear the Securities Act or other applicable securities laws or (ii) Legend and rescind any restriction on the Company shall have waived the requirement transfer of such legendsRestricted Guarantor Warrant.

Securities Act Legend. Each certificate representing Common Shares (a) All certificates evidencing any Securities issued in accordance with this Agreement shall bear the Securities Act Legend and be subject to appropriate "stop transfer" instructions. (b) Any other securities issued or issuable with respect to any Securities issued in accordance with this Agreement by way of a stock dividend or stock split in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise shall bear the Securities Act Legend. (c) The Securities Act Legend shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS OF ANY STATE ACT OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER AND PURSUANT TO THE EFFECT THAT ANY PROPOSED TRANSFER REGISTRATION OR RESALE IS IN COMPLIANCE WITH THE ACT AND QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWSLAWS OR EXEMPTION THEREFROM.” The Holder (d) Upon any sale or transfer of any Common Shares by acceptance thereof agreesa Security issued in accordance with this Agreement pursuant to an effective registration statement under the Securities Act, prior pursuant to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares Rule 144 under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled pursuant to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such an opinion of counsel reasonably satisfactory to the Holder of such shares (which opinion and counsel Company that the foregoing Securities Act Legend no longer is required, the holder thereof shall be reasonably acceptable permitted to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of exchange such certificate bearing the Securities Act or other applicable securities laws or (ii) Legend for a certificate that does not bear the Company shall have waived Securities Act Legend and rescind any restriction on the requirement transfer of such legendssecurity.

Securities Act Legend. Each Except as otherwise provided in this Section 7.1. or in the Stockholders' Agreement, each certificate representing Common or other instrument evidencing the Investors' Shares shall be stamped or otherwise imprinted with bear a legend in substantially the following form: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS STATED IN (AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH) THE STOCK PURCHASE AGREEMENT, DATED SEPTEMBER 25, 1996. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER OTHER SECURITIES LAWS. THEY ARE 'RESTRICTED SECURITIES' WITHIN THE SECURITIES LAWS MEANING OF ANY STATE OR OTHER JURISDICTIONSEC RULE 144. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN THE SHARES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER SUCH LAWS OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH LAWS, THE AVAILABILITY OF WHICH IS SUBJECT TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer " Any holder of any such Common Shares, certificate or instrument bearing the foregoing legend shall be entitled to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by promptly receive from the Company, without expense, a new certificate or instrument of identical tenor representing the Holder delivering same kind of securities and the same number or other amount thereof not bearing such notice legend if such securities shall deliver a written opinion, addressed to have been effectively registered under the Company, Securities Act and are sold or otherwise disposed of counsel for in accordance with the Holder intended method of such Common Shares, stating that disposition by the seller thereof set forth in the registration statement, or such securities may be freely transferred by such holder by reason of an exemption from registration under the Securities Act, or such legend otherwise is not required in order to ensure compliance with the Securities Act. The opinion of Xxxxx & Xxxxx, L.L.P., or other legal counsel selected by such counsel (which opinion holder and counsel shall be reasonably satisfactory to the Company) Company with respect to any of the foregoing or with respect to any question concerning whether any proposed transfer of any such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under securities would violate the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled sufficient to effect a Transfer of such Common Shares in accordance with determine the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legendsissue.

Securities Act Legend. Each certificate or other instrument (including the statement issued by the Company’s registrar in connection with a book-entry system) representing Common Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE [CERTIFICATE/STATEMENT] HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument (including the statement issued by the Company’s registrar in connection with a book-entry system) evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legendslegend.

Securities Act Legend. Each certificate representing Common Shares Except as otherwise provided in Section 4.4, each Security held by a Stockholder, and each Security issued to any subsequent transferee of such Security, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT. Notwithstanding the prior provisions of this Section 4.2(a), in the event that any Stockholder is not a resident of the United States, the legend stamped or otherwise imprinted on such Security shall be in substantially the following form: THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OTHER JURISDICTIONS AND MAY NOT BE OFFERED OR OTHER JURISDICTION. NEITHER THESE SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, “U.S. PERSONS” (AS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFEREDACT) EXCEPT IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO REGISTRATION OF THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE COMPANY’S RIGHT TO REQUIRE DELIVERY REGISTRATION REQUIREMENTS OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSACT.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legends.

Securities Act Legend. Each certificate representing Common (A) Payee acknowledges that he has been advised that neither this Promissory Note nor the Conversion Shares have been registered under the Securities Act of 1933 (the "ACT"), that the Promissory Note is being or has been issued and the Conversion Shares may be issued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering. Xxxxx acknowledges that he has been informed of, or is otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of securities. In particular, Xxxxx agrees that no sale, assignment or transfer of the Promissory Note or Conversion Shares shall be stamped valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Promissory Note or Conversion Shares is registered under the Act, it being understood that neither the Promissory Note nor the Conversion Shares are currently registered for sale and that the Company has no obligation or intention to so register the Promissory Note or Conversion Shares except as specifically provided herein, or (ii) the Promissory Note or Conversion Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Act, it being understood that Rule 144 is not available at the time of the original issuance of this Promissory Note for the sale of the Promissory Note or the Conversion Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (iii) such sale, assignment, or transfer is otherwise imprinted with exempt from registration under the Act. (B) Unless registered, the Conversion Shares issued upon exercise of the Conversion Right shall be subject to a legend in substantially stop transfer order and the certificate or certificates evidencing such Conversion Shares shall bear the following formlegend: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. AND NEITHER THESE SUCH SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN THEREIN MAY BE REOFFEREDOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH TRANSFERRED UNLESS (1) A REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT STATEMENT WITH RESPECT THERETO IS NOT REGISTERED EFFECTIVE UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE 3 MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legends."

Securities Act Legend. Each certificate representing Common (i) Except as provided in Subsection 6(g)(iv) below, all Warrant Certificates evidencing any Stockholder Warrants issued to a statutory underwriter in accordance with Section 1145(b) of the Bankruptcy Code shall bear the Securities Act Legend. (ii) Except as provided in Subsection 6(g)(iv) below, any Stockholder Warrants, Warrant Shares and any other securities issued or issuable with respect to any Restricted Warrants or restricted Warrant Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise shall bear the Securities Act Legend. (iii) The Securities Act Legend shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED (THE “"SECURITIES ACT”"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION ACT OR AN EXEMPTION THEREFROM FROM REGISTRATION THEREUNDER AND PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER REGISTRATION OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED QUALIFICATION UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAWS OR EXEMPTION THEREFROM.” The Holder (iv) Upon any sale or transfer of any Common Shares by acceptance thereof agreesa Restricted Stockholder Warrant pursuant to an effective registration statement under the Securities Act, prior pursuant to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares Rule 144 under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled pursuant to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such an opinion of counsel reasonably satisfactory to the Company that no Securities Act Legend is required, the Warrant Agent shall permit the Holder of thereof to exchange such shares (which opinion and counsel shall be reasonably acceptable to the Company) states Restricted Stockholder Warrant for a Stockholder Warrant that registration or qualification of any future Transfer of Common Shares is does not required by the applicable provisions of bear the Securities Act or other applicable securities laws or (ii) Legend and rescind any restriction on the Company shall have waived the requirement transfer of such legendsRestricted Stockholder Warrant.

Securities Act Legend. Each Except as otherwise provided in this Section 7.1. or in the Stockholders' Agreement, each certificate representing Common or other instrument evidencing the Investors' Shares shall be stamped or otherwise imprinted with bear a legend in substantially the following form: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS STATED IN (AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH) THE STOCK PURCHASE AGREEMENT, DATED AUGUST ____, 1997. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER OTHER SECURITIES LAWS. THEY ARE 'RESTRICTED SECURITIES' WITHIN THE SECURITIES LAWS MEANING OF ANY STATE OR OTHER JURISDICTIONSEC RULE 144. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN THE SHARES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER SUCH LAWS OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH LAWS, THE AVAILABILITY OF WHICH IS SUBJECT TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer " Any holder of any such Common Shares, certificate or instrument bearing the foregoing legend shall be entitled to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by promptly receive from the Company, without expense, a new certificate or instrument of identical tenor representing the Holder delivering same kind of securities and the same number or other amount thereof not bearing such notice legend if such securities shall deliver a written opinion, addressed to have been effectively registered under the Company, Securities Act and are sold or otherwise disposed of counsel for in accordance with the Holder intended method of such Common Shares, stating that disposition by the seller thereof set forth in the registration statement, or such securities may be freely transferred by such holder by reason of an exemption from registration under the Securities Act, or such legend otherwise is not required in order to ensure compliance with the Securities Act. The opinion of Xxxxx & Xxxxx, L.L.P., or other legal counsel selected by such counsel (which opinion holder and counsel shall be reasonably satisfactory to the Company) Company with respect to any of the foregoing or with respect to any question concerning whether any proposed transfer of any such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under securities would violate the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled sufficient to effect a Transfer of such Common Shares in accordance with determine the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legendsissue.

Securities Act Legend. Each certificate representing Common Shares evidencing the Preferred Stock, the Conversion Shares, the Warrant and the Warrant Shares, and any certificates issued upon transfer or exchange of the foregoing shall be stamped or otherwise imprinted with a legend in substantially the following formas follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”), ") OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, OTHERWISE TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. ANY LAWS OR, UNLESS, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, OR TRANSFER IS EXEMPT FROM REGISTRATION OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS OTHERWISE IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES SUCH LAWS.” . . The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f). Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel legend set forth above shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement removed and the Company does not reasonably object shall issue a certificate without such legend to the holder of the Preferred Stock, the Conversion Shares, the Warrant and the Warrant Shares as applicable upon which it is stamped, if, unless otherwise required by state securities laws, (a) with respect to the Conversion Shares and the Warrant Shares, the sale of the Conversion Shares, and the Warrant Shares, as the case may be, is registered under the 1933 Act, or (b) in connection with a Transfer, such Transfer and request such opinion within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear holder provides the legend set forth in this Section 4(f)(ii) unless (i) such Company with an opinion of counsel to the Holder of such shares (which opinion counsel, in form, substance and counsel shall be scope reasonably acceptable to the Company, to the effect that a Transfer thereof may be made without registration under the 1933 Act, or (c) states such holder provides the Company with reasonable assurances that registration the Preferred Stock, the Conversion Shares, the Warrant and the Warrant Shares as applicable can be sold pursuant to Rule 144 under the 1993 Act (or qualification a successor rule thereto). Notwithstanding the removal of any future such legend, Purchaser agrees to Transfer of Common Shares is not required the Preferred Stock, the Conversion Shares, the Warrant and the Warrant Shares, including those represented by certificate(s) from which the applicable provisions of the Securities Act or other legend has been removed, in compliance with all applicable securities laws or (ii) and, if, in connection with any Transfer, a legend would be appropriate under applicable securities laws, Purchaser shall, in connection with any such Transfer ensure that the Company certificates representing shares so Transferred shall have waived bear the requirement of such legendsforegoing legend.