Common use of Transfer Legends and Restrictions Clause in Contracts

Transfer Legends and Restrictions. The transfer of the Shares will be restricted in accordance with the terms hereof. Each certificate evidencing the Shares, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form (unless otherwise permitted under this Section or unless such Shares shall have been effectively registered and sold under the ‘33 Act and the applicable state securities laws): “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE ‘33 ACT. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE ‘33 ACT IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ‘33 ACT. TRANSFER OF THESE SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED MARCH 31, 1994, A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S OFFICES.” The Holder of any Shares by acceptance thereof agrees, so long as any legend described in this Section shall remain on the certificates evidencing the Shares, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘33 Act or in compliance with Rule 144 or Rule 144A thereunder), to give written notice to the Company of such Holder’s intention to effect such transfer and agrees to comply in all material respects with the provisions of this Section. Such notice, if required, shall describe the proposed method of transfer of the Shares in question. Upon receipt by the Company of such notice, if required, and if in the opinion of counsel to such Holder, which opinion shall be reasonably satisfactory to the Company, the proposed transfer may be effected without registration under the ‘33 Act in compliance with Section 4(2) or Rules 144 or 144A thereunder and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder which is a partnership, no such opinion of counsel shall be necessary for a transfer by such partnership to a partner of such partnership, or a retired partner of such partnership who retires after the date such partnership became a Holder, or the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section to the same extent as if such transferee were originally a signatory to this Agreement. Upon receipt by the Company of such opinion and of such agreement by the transferee to be bound by this Section, the Holder of such Shares shall thereupon be entitled to transfer the same in accordance with the terms of the notice (if any) delivered by such Holder to the Company. Each certificate evidencing the Shares issued upon any such transfer shall bear the legend set forth in this Section. Upon the written request of a Holder of the Shares, the Company shall remove the foregoing legend from the certificates evidencing such Shares and issue to such Holder new certificates therefor, free of any transfer legend if, with such request, the Company shall have received an opinion of counsel selected by the Holder, such opinion to be reasonably satisfactory to the Company, to the effect that any transfers by said Holder of such Shares may be made to the public without compliance with either Section 5 of the ‘33 Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be removed if such opinion is based upon the “private offering” exemption of Section 4(2) of the ‘33 Act.

Transfer Legends and Restrictions. The transfer of the shares of New Class B Preferred purchased hereunder by the Investors, whether Closing Shares or Second Tranche Shares or shares acquired by X. X’Xxxx pursuant to the Irrevocable Subscription Agreement (collectively, “Shares”) will be restricted in accordance with the terms hereofhereof and of the Shareholders Agreement. Each certificate evidencing the Sharesshares of New Class B Preferred, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form (unless otherwise permitted under this Section 3.6 or unless such Shares shares of New Class B Preferred shall have been effectively registered and sold under the ‘33 Act and the applicable state securities laws): “THESE SHARES THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE ‘33 ACTSECURITIES ACT OF 1933. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS UNLESS: (I) A REGISTRATION STATEMENT FOR THE SHARES SECURITIES UNDER THE ‘33 SECURITIES ACT OF 1933 IS IN EFFECT EFFECT; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ‘33 ACTSECURITIES ACT OF 1933. TRANSFER OF THESE SHARES THE SECURITIES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED STOCK PURCHASE SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED MARCH 31AS OF JULY 14, 19942006, A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S OFFICES.” The Holder of any Shares by acceptance thereof agrees, so long as any legend described in this Section shall remain on the certificates evidencing the Shares, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘33 Act or in compliance with Rule 144 or Rule 144A thereunder), to give written notice to the Company of such Holder’s intention to effect such transfer and agrees to comply in all material respects with the provisions of this Section. Such notice, if required, shall describe the proposed method of transfer of the Shares in question. Upon receipt by the Company of such notice, if required, and if in the opinion of counsel to such Holder, which opinion shall be reasonably satisfactory to the Company, the proposed transfer may be effected without registration under the ‘33 Act in compliance with Section 4(2) or Rules 144 or 144A thereunder and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder which is a partnership, no such opinion of counsel shall be necessary for a transfer by such partnership to a partner of such partnership, or a retired partner of such partnership who retires after the date such partnership became a Holder, or the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section to the same extent as if such transferee were originally a signatory to this Agreement. Upon receipt by the Company of such opinion and of such agreement by the transferee to be bound by this Section, the Holder of such Shares shall thereupon be entitled to transfer the same in accordance with the terms of the notice (if any) delivered by such Holder to the Company. Each certificate evidencing the Shares issued upon any such transfer shall bear the legend set forth in this Section. Upon the written request of a Holder of the Shares, the Company shall remove the foregoing legend from the certificates evidencing such Shares and issue to such Holder new certificates therefor, free of any transfer legend if, with such request, the Company shall have received an opinion of counsel selected by the Holder, such opinion to be reasonably satisfactory to the Company, to the effect that any transfers by said Holder of such Shares may be made to the public without compliance with either Section 5 of the ‘33 Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be removed if such opinion is based upon the “private offering” exemption of Section 4(2) of the ‘33 Act.”

Transfer Legends and Restrictions. The transfer of the Shares shares of New Class B Preferred purchased hereunder by the Investors (collectively, “Shares”) will be restricted in accordance with the terms hereofhereof and of the Shareholders Agreement. Each certificate evidencing the Sharesshares of New Class B Preferred, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form (unless otherwise permitted under this Section 2.3 or unless such Shares shares of New Class B Preferred shall have been effectively registered and sold under the ‘33 Act and the applicable state securities laws): “THESE SHARES THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE ‘33 ACTSECURITIES ACT OF 1933. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS UNLESS: (I) A REGISTRATION STATEMENT FOR THE SHARES SECURITIES UNDER THE ‘33 SECURITIES ACT OF 1933 IS IN EFFECT EFFECT; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ‘33 ACTSECURITIES ACT OF 1933. TRANSFER OF THESE SHARES THE SECURITIES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED STOCK PURCHASE SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED MARCH 31AS OF JULY 14, 19942006, A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S OFFICES.” The Holder of any Shares by acceptance thereof agrees, so long as any legend described in this Section shall remain on the certificates evidencing the Shares, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘33 Act or in compliance with Rule 144 or Rule 144A thereunder), to give written notice to the Company of such Holder’s intention to effect such transfer and agrees to comply in all material respects with the provisions of this Section. Such notice, if required, shall describe the proposed method of transfer of the Shares in question. Upon receipt by the Company of such notice, if required, and if in the opinion of counsel to such Holder, which opinion shall be reasonably satisfactory to the Company, the proposed transfer may be effected without registration under the ‘33 Act in compliance with Section 4(2) or Rules 144 or 144A thereunder and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder which is a partnership, no such opinion of counsel shall be necessary for a transfer by such partnership to a partner of such partnership, or a retired partner of such partnership who retires after the date such partnership became a Holder, or the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section to the same extent as if such transferee were originally a signatory to this Agreement. Upon receipt by the Company of such opinion and of such agreement by the transferee to be bound by this Section, the Holder of such Shares shall thereupon be entitled to transfer the same in accordance with the terms of the notice (if any) delivered by such Holder to the Company. Each certificate evidencing the Shares issued upon any such transfer shall bear the legend set forth in this Section. Upon the written request of a Holder of the Shares, the Company shall remove the foregoing legend from the certificates evidencing such Shares and issue to such Holder new certificates therefor, free of any transfer legend if, with such request, the Company shall have received an opinion of counsel selected by the Holder, such opinion to be reasonably satisfactory to the Company, to the effect that any transfers by said Holder of such Shares may be made to the public without compliance with either Section 5 of the ‘33 Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be removed if such opinion is based upon the “private offering” exemption of Section 4(2) of the ‘33 Act.”

Transfer Legends and Restrictions. The transfer of the Shares will be restricted in accordance with the terms hereof. Each certificate evidencing the Shares, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form (unless otherwise permitted under this Section or unless such Shares shall have been effectively registered and sold under the ‘'33 Act and the applicable state securities laws): “"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE ‘'33 ACT. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE ‘'33 ACT IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ‘'33 ACT. TRANSFER OF THESE SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED MARCH 31, 1994[DATE], A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S 'S OFFICES.” " The Holder of any Shares by acceptance thereof agrees, so long as any legend described in this Section shall remain on the certificates evidencing the Shares, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘'33 Act or in compliance with Rule 144 or Rule 144A thereunder), to give written notice to the Company of such Holder’s Xxxxxx's intention to effect such transfer and agrees to comply in all material respects with the provisions of this Section. Such notice, if required, shall describe the proposed method of transfer of the Shares in question. Upon receipt by the Company of such notice, if required, and if in the opinion of counsel to such Holder, which opinion shall be reasonably satisfactory to the Company, the proposed transfer may be effected without registration under the ‘'33 Act in compliance with Section 4(2) or Rules 144 or 144A thereunder and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder which is a partnership, no such opinion of counsel shall be necessary for a transfer by such partnership to a partner of such partnership, or a retired partner of such partnership who retires after the date such partnership became a Holder, or the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section to the same extent as if such transferee were originally a signatory to this Agreement. Upon receipt by the Company of such opinion and of such agreement by the transferee to be bound by this Section, the Holder of such Shares shall thereupon be entitled to transfer the same in accordance with the terms of the notice (if any) delivered by such Holder to the Company. Each certificate evidencing the Shares issued upon any such transfer shall bear the legend set forth in this Section. Upon the written request of a Holder of the Shares, the Company shall remove the foregoing legend from the certificates evidencing such Shares and issue to such Holder new certificates therefor, free of any transfer legend if, with such request, the Company shall have received an opinion of counsel selected by the Holder, such opinion to be reasonably satisfactory to the Company, to the effect that any transfers by said Holder of such Shares may be made to the public without compliance with either Section 5 of the ‘'33 Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be removed if such opinion is based upon the “"private offering” " exemption of Section 4(2) of the ‘'33 Act.

Transfer Legends and Restrictions. The transfer of the Shares or Warrants will be restricted in accordance with the terms hereof. Each certificate evidencing the SharesShares or Warrants, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form -3- (unless otherwise permitted under this Section 2.04 or unless such Shares or Warrants shall have been effectively registered and sold under the ‘33 Act and the applicable state securities laws): “"THESE SHARES SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ‘33 ACTSECURITIES ACT OF 1933 AND APPLICABLE STATE LAWS AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES SECURITIES UNDER THE ‘33 SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ‘33 ACT. TRANSFER SECURITIES ACT OF THESE SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED MARCH 31, 1994, A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S OFFICES1933.” " The Holder holder of any Shares or Warrants by acceptance thereof agrees, so long as any legend described in this Section 2.04 shall remain on the certificates evidencing the SharesShares or Warrants, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘33 Act or in compliance with Rule 144 or Rule 144A thereunder), to give written notice to the Company of such Holder’s holder's intention to effect such transfer and agrees to comply in all material respects with the provisions of this SectionSection 2.04. Such notice, if required, shall describe the proposed method of transfer of the Shares or Warrants in question. Upon receipt by the Company of such notice, if required, and if in the opinion of counsel to such Holderholder, which opinion shall be reasonably satisfactory to the Company, the proposed transfer may be effected without registration under the ‘33 Act in compliance with Section 4(2) or Rules 144 or 144A thereunder an exemption therefrom and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder holder which is a partnershipcorporation, trust, partnership or limited liability company, no such opinion of counsel shall be necessary for a transfer by such partnership Person to a shareholder of such corporation, beneficiary of such trust, partner of such partnershippartnership or member of such limited liability company, as the case may be, or a retired partner of such partnership or a retired member of such limited liability company, as the case may be, who retires after the date such partnership Person became a Holderholder, or the estate of any such partner or retired partnerpartner or member or retired member, as the case may be, if the transferee agrees in writing to be subject to the terms of this Section 2.04 to the same extent as if such transferee were originally a signatory to this Agreement. Upon receipt by the Company of such opinion and of such agreement by the transferee to be bound by this SectionSection 2.04, the Holder holder of such Shares or Warrants shall thereupon be entitled to transfer the same in accordance with the terms of the notice (if any) delivered by such Holder holder to the Company. Each certificate evidencing the Shares issued upon any such transfer shall bear the legend set forth in this SectionSection 2.04. Upon the written request of a Holder holder of the SharesShares or Warrants, the Company shall remove the foregoing legend from the certificates evidencing such Shares or Warrants and issue to such Holder holder new certificates therefor, free of any transfer legend if, with such request, the Company shall have received an opinion of counsel selected by the Holderholder, such opinion to be reasonably satisfactory to the Company, to the effect that any transfers by said Holder holder of such Shares or Warrants may be made to the public without compliance with either Section 5 of the ‘33 Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be removed if such opinion is based solely upon the “"private offering” " exemption of Section 4(2) of the ‘33 Act.

Transfer Legends and Restrictions. The transfer of the Shares shares of Series A Preferred Stock and Warrants and the Common Stock issuable upon conversion of the Series A Preferred Stock and exercise of the Warrants will be “restricted in accordance with securities” as such term is defined under Rule 144 of the terms hereof1933 Act. Each certificate evidencing the Sharesshares of Series A Preferred Stock and Warrants and the Common Stock issuable upon conversion of the Series A Preferred Stock and exercise of the Warrants, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form (unless otherwise permitted under this Section or unless such Shares shall have been effectively registered and sold under the ‘33 Act and the applicable state securities laws): form: “THESE SHARES THE OFFER AND SALE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE ‘33 SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT. THEY ”), AND MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES OFFER AND SALE OF SUCH SECURITIES UNDER THE ‘33 1933 ACT IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ‘33 1933 ACT. TRANSFER OF THESE SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED MARCH 31, 1994, A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S OFFICES.” The Holder of any Shares by acceptance thereof agrees, so long as any legend described in this Section shall remain on the certificates evidencing the Shares, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘33 Act or in compliance with Rule 144 or Rule 144A thereunder), to give written notice to the Company of such Holder’s intention to effect such transfer and agrees to comply in all material respects with the provisions of this Section. Such notice, if required, shall describe the proposed method of transfer of the Shares in question. Upon receipt by the Company of such notice, if required, and if in the opinion of counsel to such Holder, which opinion shall be reasonably satisfactory to the Company, the proposed transfer may be effected without registration under the ‘33 Act in compliance with Section 4(2) or Rules 144 or 144A thereunder and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder which is a partnership, no such opinion of counsel shall be necessary for a transfer by such partnership to a partner of such partnership, or a retired partner of such partnership who retires after the date such partnership became a Holder, or the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section to the same extent as if such transferee were originally a signatory to this Agreement. Upon receipt by the Company of such opinion and of such agreement by the transferee to be bound by this Section, the Holder of such Shares shall thereupon be entitled to transfer the same in accordance with the terms of the notice (if any) delivered by such Holder to the Company. Each certificate evidencing the Shares issued upon any such transfer shall bear the legend set forth in this Section. Upon the written request of a Holder of the Shares, the Company shall remove the foregoing legend from the certificates evidencing such Shares and issue to such Holder new certificates therefor, free of any transfer legend if, with such request, the Company shall have received an opinion of counsel selected by the Holder, such opinion to be reasonably satisfactory to the Company, to the effect that any transfers by said Holder of such Shares may be made to the public without compliance with either Section 5 of the ‘33 Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be removed if such opinion is based upon the “private offering” exemption of Section 4(2) of the ‘33 Act.”

Transfer Legends and Restrictions. The transfer of the Shares will be restricted in accordance with the terms hereof. hereof Each certificate evidencing the Shares, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form (unless otherwise permitted under this Section or unless such Shares shall have been effectively registered and sold under the ‘'33 Act and the applicable state securities laws): “"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE ‘33 ACTSECURITIES ACT OF 1933. THEY THESE SHARES MAY NOT BE OFFERED SOLD OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR IN THE SHARES UNDER THE ‘33 ACT IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION ABSENCE OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED OR AN EXEMPTION THEREFROM UNDER THE ‘33 SAID ACT. TRANSFER OF THESE SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED A STOCK PURCHASE AGREEMENT A REGISTRATION RIGHTS AGREEMENT AND A STOCKHOLDERS AGREEMENT, ALL DATED MARCH 31NOVEMBER 19,1996, 1994, A COPY COPIES OF WHICH IS ARE AVAILABLE AT THE COMPANY’S 'S OFFICES.” The Holder of any Shares by acceptance thereof agrees, so " So long as any legend described in this Section shall remain on the certificates evidencing the Shares, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘'33 Act or in compliance with Rule 144 or Rule 144A thereunder), to Act) the Holder of any Shares shall give written notice notice, to the Company of such Holder’s 's intention to effect such transfer and agrees to comply in all material respects with the provisions of this Sectiontransfer. Such notice, if required, notice shall describe the proposed method of transfer of the Shares in question. Upon receipt by the Company of such notice, if required, notice and if in the opinion of counsel to such Holder, which counsel and opinion shall be reasonably satisfactory to the Company, the proposed transfer may be effected without registration under the ‘'33 Act in compliance with Section 4(2) or Rules 144 or 144A thereunder and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder which is a partnership, no such opinion of counsel COUNSEL shall be necessary for a transfer by such partnership to a partner of such partnership, or a retired partner of such partnership who retires after the date such partnership became a Holder, or the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section to the same extent as if such transferee were originally a signatory to this Agreement. Upon receipt by the Company of such opinion and of such agreement by the transferee to be bound by this Section, the Holder of such Shares shall thereupon be entitled to transfer the same in accordance with the terms of the notice (if any) delivered by such Holder to the Company. Each certificate evidencing the Shares issued upon any such transfer shall bear the legend set forth in this Section. Upon the written request of a Holder of the Shares, the Company shall remove the foregoing legend from the certificates evidencing such Shares and issue to such Holder new certificates therefor, free of any transfer legend if, ; with such request, the Company shall have received an opinion of counsel selected by the Holder, such counsel and opinion to be reasonably satisfactory to the Company, to the effect that any transfers by said Holder of such Shares may be made to the public without compliance with either Section 5 of the ‘'33 Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be removed if such opinion is based upon the “private offering” exemption of Section 4(2) of the ‘33 Act.

Transfer Legends and Restrictions. (a) The transfer of the Shares Stock --------------------------------- will be restricted in accordance with the terms hereofof this Section 5. 1. Each certificate evidencing the SharesStock, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form (unless otherwise permitted under this Section or unless the shares of such Shares Stock shall have been effectively registered and sold under the ‘33 Securities Act and the applicable state securities laws): “THESE THE VOLUNTARY OR INVOLUNTARY ENCUMBERING, TRANSFER OR OTHER DISPOSITION (INCLUDING, WITHOUT LIMITATION, ANY DISPOSITION PURSUANT TO THE LAWS OF BANKRUPTCY, INSOLVENCY, INTESTACY, DESCENT AND DISTRIBUTION OR SUCCESSION) OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A STOCKHOLDERS AGREEMENT, DATED EFFECTIVE AS OF JANUARY 5, 1996, TO WHICH THE HOLDER OF THIS CERTIFICATE IS A PARTY, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. UPON WRITTEN REQUEST OF ANY STOCKHOLDER OF THE CORPORATION, THE CORPORATION SHALL FURNISH, WITHOUT CHARGE TO SUCH STOCKHOLDER, A COPY OF SUCH AGREEMENT. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE ‘33 ACT. THEY SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OFFERED, SOLD OR TRANSFERRED BY OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, ASSIGNMENTTRANSFER, PLEDGE OR OTHERWISE HYPOTHECATION DOES NOT VIOLATE EXHIBIT 10.47 THE PROVISIONS THEREOF OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. (Ib) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE ‘33 ACT IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ‘33 ACT. TRANSFER OF THESE SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED MARCH 31, 1994, A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S OFFICES.” The Holder holder of any Shares shares of the Stock by acceptance thereof agrees, so long as any legend described in this Section 5.1 (a) shall remain on the certificates evidencing the SharesStock, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘33 Act or in compliance with Rule 144 or Rule 144A thereunderSecurities Act), to give written notice to the Company Issuer of such Holder’s holder's intention to effect such transfer and agrees to comply in all material respects with the provisions provision of this SectionSection 5. 1. Such notice, if required, shall describe the proposed method of transfer of the Shares shares of the Stock in question. Upon receipt by the Company Issuer of such notice, if required, and if in the opinion of counsel to such Holderholder, which opinion shall be reasonably satisfactory to the CompanyIssuer, the proposed transfer may be effected without registration under the ‘33 Securities Act in compliance with Section 4(2) or Rules 144 or 144A thereunder and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder which is a partnership, no such opinion of counsel shall be necessary for a transfer by such partnership to a partner of such partnership, or a retired partner of such partnership who retires after the date such partnership became a Holder, or the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section the Stockholders Agreement. Subject to the same extent as if such transferee were originally a signatory to this terms of the Stockholders Agreement. Upon , upon receipt by the Company Issuer of such opinion and of such an agreement by the transferee to be bound by this SectionSection 5.1 and the Stockholders Agreement, the Holder holder of such Shares the shares of Stock shall thereupon be entitled to transfer the same in accordance with the terms of the such notice (if any) delivered by such Holder holder to the CompanyIssuer. Each certificate evidencing any shares of the Shares Stock issued upon any such transfer shall bear the legend set forth in this Section. Upon the written request of a Holder holder of the SharesStock, and subject to the Company terms of the Stockholders Agreement, Issuer shall remove the foregoing legend from the certificates evidencing such Shares shares of Stock and issue to such Holder holder new certificates therefor, free of any transfer legend if, with such request, the Company Issuer shall have received an opinion of counsel selected by the Holdersuch holder, such opinion to be reasonably satisfactory to the CompanyIssuer, to the effect that any transfers by said Holder holder of such Shares shares of the Stock may be made to the public without compliance with either Section 5 of the ‘33 Securities Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be by removed if such opinion is based upon on the “"private offering” " exemption of Section 4(2) of the ‘33 Securities Act.

Transfer Legends and Restrictions. The transfer of the Shares shares of Series A Preferred Stock and the Common Stock issuable upon conversion of the Series A Preferred Stock will be “restricted in accordance with securities” as such term is defined under Rule 144 of the terms hereof1933 Act. Each certificate evidencing the Sharesshares of Series A Preferred Stock and the Common Stock issuable upon conversion of the Series A Preferred Stock, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form (unless otherwise permitted under this Section or unless the offer and sale of such Shares securities shall have been effectively registered and sold under the ‘33 1933 Act and the applicable state securities laws): “THESE SHARES THE OFFER AND SALE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE ‘33 SECURITES ACT OF 1933, AS AMENDED, (THE “1933 ACT. THEY ”) AND MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES OFFER AND SALE OF SUCH SECURITIES UNDER THE ‘33 1933 ACT IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ‘33 1933 ACT. TRANSFER OF THESE SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED MARCH 31, 1994, A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S OFFICES.” The Holder of any Shares by acceptance thereof agrees, so long as any legend described in this Section shall remain on the certificates evidencing the Shares, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘33 Act or in compliance with Rule 144 or Rule 144A thereunder), to give written notice to the Company of such Holder’s intention to effect such transfer and agrees to comply in all material respects with the provisions of this Section. Such notice, if required, shall describe the proposed method of transfer of the Shares in question. Upon receipt by the Company of such notice, if required, and if in the opinion of counsel to such Holder, which opinion shall be reasonably satisfactory to the Company, the proposed transfer may be effected without registration under the ‘33 Act in compliance with Section 4(2) or Rules 144 or 144A thereunder and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder which is a partnership, no such opinion of counsel shall be necessary for a transfer by such partnership to a partner of such partnership, or a retired partner of such partnership who retires after the date such partnership became a Holder, or the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section to the same extent as if such transferee were originally a signatory to this Agreement. Upon receipt by the Company of such opinion and of such agreement by the transferee to be bound by this Section, the Holder of such Shares shall thereupon be entitled to transfer the same in accordance with the terms of the notice (if any) delivered by such Holder to the Company. Each certificate evidencing the Shares issued upon any such transfer shall bear the legend set forth in this Section. Upon the written request of a Holder of the Shares, the Company shall remove the foregoing legend from the certificates evidencing such Shares and issue to such Holder new certificates therefor, free of any transfer legend if, with such request, the Company shall have received an opinion of counsel selected by the Holder, such opinion to be reasonably satisfactory to the Company, to the effect that any transfers by said Holder of such Shares may be made to the public without compliance with either Section 5 of the ‘33 Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be removed if such opinion is based upon the “private offering” exemption of Section 4(2) of the ‘33 Act.”

Transfer Legends and Restrictions. The transfer of the Shares will be restricted in accordance with the terms hereof. Each certificate evidencing the Shares, including any certificate issued to any transferee thereof, shall be imprinted with legends in substantially the following form (unless otherwise permitted under this Section or unless such Shares shall have been effectively registered and sold under the ‘`33 Act and the applicable state securities laws): “"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE ‘33 `SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT. THEY ") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (Ii) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE ‘33 SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SHARES IS IN EFFECT OR (IIii) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ‘33 ACTSECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS. TRANSFER OF THESE SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED MARCH 31AS OF JANUARY __, 19941998, A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S 'S OFFICES.” " The Holder of any Shares by acceptance thereof agrees, so long as any legend described in this Section shall remain on the certificates evidencing the Shares, prior to any transfer of any of the same (except for a transfer effected pursuant to an effective registration statement under the ‘`33 Act or in compliance with Rule 144 or Rule 144A thereunder), to give written notice to the Company of such Holder’s 's intention to effect such transfer and agrees to comply in all material respects with the provisions of this Section. Such notice, if required, shall describe the proposed method of transfer of the Shares in question. Upon receipt by the Company of such notice, if required, and if in the opinion of counsel to such Holder, which opinion shall be reasonably satisfactory to the Company, the proposed transfer may be effected without registration under the ‘`33 Act in compliance with Section Sections 4(1), 4(2) or Rules 144 or 144A or other exemptions available thereunder and under applicable state securities laws, then the proposed transfer may be effected; provided, however, that in the case of any Holder which is a partnershippartnership or a limited liability company, no such opinion of counsel shall be necessary for a transfer by such partnership or limited liability company to a partner or member of such partnershippartnership or limited liability company, as the case may be, or a retired partner of such partnership who retires after the date such partnership became a Holder, or the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section to the same extent as if such transferee were originally a signatory to this Agreement. Upon receipt by the Company of such opinion and of such agreement by the transferee to be bound by this Section, the Holder of such Shares shall thereupon be entitled to transfer the same in accordance with the terms of the notice (if any) delivered by such Holder to the Company. Each certificate evidencing the Shares issued upon any such transfer shall bear the legend set forth in this Section. Upon the written request of a Holder of the Shares, the Company shall remove the foregoing legend from the certificates evidencing such Shares and issue to such Holder new certificates therefor, free of any transfer legend if, with such request, the Company shall have received an opinion of counsel selected by the Holder, such opinion to be reasonably satisfactory to the Company, to the effect that any transfers by said Holder of such Shares may be made to the public without compliance with either Section 5 of the ‘'33 Act or Rule 144 thereunder and applicable state securities laws. In no event will such legend be removed if such opinion is based upon the “"private offering” " exemption of Section 4(2) of the ‘33 Act.