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 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 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 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 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 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 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 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.

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 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 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 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.”