Common use of Transfer Restrictions Restrictive Legend Clause in Contracts

Transfer Restrictions Restrictive Legend. (a) Each Holder of the Securities agrees that such Holder shall, prior to the consummation of any sale or transfer of any Securities, give written notice to the Company of such Holder's intention to effect such a sale or transfer. Each such notice shall (i) describe the manner and circumstances of the proposed sale or transfer including, without limitation, such information as is necessary to establish that the proposed transfer may be made in compliance with the Securities Act, and (ii) if requested by the Company, be accompanied by the written opinion, addressed to the Company and obtained at the sole expense of the holder, of counsel for such Holder who is reasonably satisfactory to the Company, in form and substance satisfactory to the Company, to the effect that the proposed sale or transfer may be made in compliance with the Securities Act. No Holder shall sell or transfer any of such Securities until such notice and, if requested, such opinion of counsel has been given to and accepted by the Company. Each certificate representing the Securities so transferred shall bear the legend set forth in Section 9(b) below unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule or regulation permitting public sale without registration under the Securities Act), (ii) in such opinion of counsel, (x) registration of future transfers is not required by the applicable provisions of the Securities Act and (y) such Securities may immediately be sold by such Holder without taking any other actions to comply with an applicable exemption from such registration requirements, or (iii) the Company shall consent in writing that such legend may be removed. (b) Each certificate representing the Securities shall, unless otherwise specifically permitted by subsection 9(a) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE OR FEDERAL SECURITIES LAW. NO OFFER, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE MADE UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTION. IN ADDITION, NOTICE IS HEREBY GIVEN THAT THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE PROVISIONS OF A REGISTRATION AGREEMENT DATED AUGUST ___, 2002."

Transfer Restrictions Restrictive Legend. (a) Each Holder of Purchaser understands that the Securities agrees that such Holder shallCompany may, prior as a condition to the consummation of any sale or transfer of any of the Securities, give written notice to the Company of such Holder's intention to effect such a sale or transfer. Each such notice shall (i) describe the manner and circumstances of the proposed sale or transfer including, without limitation, such information as is necessary to establish require that the proposed request for transfer may be made in compliance with the Securities Act, and (ii) if requested by the Company, be accompanied by the written opinion, addressed to the Company and obtained at the sole expense of the holder, an opinion of counsel for such Holder who is reasonably satisfactory to the Company, in form and substance satisfactory to the Company, to the effect that the proposed sale or transfer may be made does not result in compliance with a violation of the Securities Act. No Holder shall sell or transfer any of such Securities until such notice and, if requested, such opinion of counsel has been given to and accepted by the Company. Each certificate representing the Securities so transferred shall bear the legend set forth in Section 9(b) below unless (i) such transfer is in accordance with the provisions of covered by an effective registration statement or by Rule 144 (or any other rule or regulation permitting public sale without registration Rule 144A under the Securities Act); provided, (ii) in such however, that no transfer by any Purchaser to any of its Affiliates shall require an opinion of counsel; provided, (x) registration of future transfers further, that such Affiliate in each case agrees to be subject to the restrictions in this Section 7. It is not required by understood that the applicable provisions of certificates evidencing the Securities Act and (y) such Securities may immediately be sold by such Holder without taking any other actions to comply with an applicable exemption from such registration requirements, or (iii) the Company shall consent in writing that such legend may be removed. (b) Each certificate representing the Securities shall, unless otherwise specifically permitted by subsection 9(a) be stamped or otherwise imprinted with a legend in bear substantially the following formlegends: "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE OR FEDERAL SECURITIES LAW. NO OFFER, OFFERED FOR SALE, TRANSFER, PLEDGE, HYPOTHECATION PLEDGED OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE MADE UNLESS SUCH SECURITIES ARE REGISTERED UNDER HYPOTHECATED IN THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTION. IN ADDITION, NOTICE IS HEREBY GIVEN THAT THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE PROVISIONS ABSENCE OF A REGISTRATION AGREEMENT DATED AUGUST ___STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.” The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that, 2002or the Company is otherwise satisfied that, the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend."

Transfer Restrictions Restrictive Legend. (a) 7.1. Each Holder of Purchaser understands that the Securities agrees that such Holder shallCompany may, prior as a condition to the consummation of any sale or transfer of any of the Securities, give written notice to the Company of such Holder's intention to effect such a sale or transfer. Each such notice shall (i) describe the manner and circumstances of the proposed sale or transfer including, without limitation, such information as is necessary to establish require that the proposed request for transfer may be made in compliance with the Securities Act, and (ii) if requested by the Company, be accompanied by the written opinion, addressed to the Company and obtained at the sole expense of the holder, an opinion of counsel for such Holder who is reasonably satisfactory to the Company, in form and substance satisfactory to the Company, to the effect that the proposed sale or transfer may be made does not result in compliance with a violation of the Securities Act. No Holder shall sell or transfer any of such Securities until such notice and, if requested, such opinion of counsel has been given to and accepted by the Company. Each certificate representing the Securities so transferred shall bear the legend set forth in Section 9(b) below unless (i) such transfer is in accordance with the provisions of covered by an effective registration statement or by Rule 144 (or any other rule or regulation permitting public sale without registration Rule 144A under the Securities Act); provided, (ii) in such however, that no transfer by any Purchaser to any of its Affiliates shall require an opinion of counsel; provided, (x) registration of future transfers further, that such Affiliate in each case agrees to be subject to the restrictions in this Section 8. It is not required by understood that the applicable provisions of certificates evidencing the Securities Act and (y) such Securities may immediately be sold by such Holder without taking any other actions to comply with an applicable exemption from such registration requirements, or (iii) the Company shall consent in writing that such legend may be removed. (b) Each certificate representing the Securities shall, unless otherwise specifically permitted by subsection 9(a) be stamped or otherwise imprinted with a legend in bear substantially the following formlegends: "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE OR FEDERAL SECURITIES LAW. NO OFFER, OFFERED FOR SALE, TRANSFER, PLEDGE, HYPOTHECATION PLEDGED OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE MADE UNLESS SUCH SECURITIES ARE REGISTERED UNDER HYPOTHECATED IN THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTION. IN ADDITION, NOTICE IS HEREBY GIVEN THAT THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE PROVISIONS ABSENCE OF A REGISTRATION AGREEMENT DATED AUGUST ___STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.” 7.2. The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that, 2002or the Company is otherwise satisfied that, the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend."

Transfer Restrictions Restrictive Legend. (a) Each Holder of The Purchaser understands that the Securities agrees that such Holder shallCompany may, prior as a condition to the consummation of any sale or transfer of any Securities, give written notice to the Company of such Holder's intention to effect such a sale or transfer. Each such notice shall (i) describe the manner and circumstances of the proposed sale Shares or transfer including, without limitation, such information Series B Conversion Shares as is necessary to establish that the proposed transfer may be made in compliance with the Securities Act, and (ii) if requested permitted by the Company’s Articles, require that the request for transfer be accompanied by the written opinion, addressed to the Company and obtained at the sole expense of the holder, a certificate and/or an opinion of counsel for such Holder who is reasonably satisfactory to the Company, in form and substance satisfactory to the Company, to the effect that the proposed sale or transfer may be made does not result in compliance with a violation of the Securities 1933 Act. No Holder shall sell or transfer any of such Securities until such notice and, if requested, such opinion of counsel has been given to and accepted by the Company. Each certificate representing the Securities so transferred shall bear the legend set forth in Section 9(b) below unless (i) such transfer is in accordance with the provisions of covered by an effective registration statement or by Rule 144 (or any other rule or regulation permitting public sale without registration Rule 144A under the Securities 1933 Act), (ii) in such opinion of counsel, (x) registration of future transfers . It is not required by understood that the applicable provisions of certificates evidencing the Securities Act Shares and (y) such Securities Series B Conversion Shares may immediately be sold by such Holder without taking any other actions to comply with an applicable exemption from such registration requirements, or (iii) the Company shall consent in writing that such legend may be removed. (b) Each certificate representing the Securities shall, unless otherwise specifically permitted by subsection 9(a) be stamped or otherwise imprinted with a legend in bear substantially the following formlegends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER ANY APPLICABLE STATE OR FEDERAL SECURITIES LAWLAWS. NO OFFERTHEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFER, PLEDGE, HYPOTHECATION PLEDGED OR OTHER DISPOSITION HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES MAY BE MADE UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, LAWS OR A CERTIFICATE AND/OR AN EXEMPTION FROM ANY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTIONNOT REQUIRED. IN ADDITION, NOTICE IS HEREBY GIVEN THAT THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO AN AGREEMENT BETWEEN THE COMPANY AND RESTRICTED THE SHAREHOLDER, AND BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF A REGISTRATION AGREEMENT DATED AUGUST ___THAT AGREEMENT, 2002INCLUDING BUT NOT LIMITED TO CERTAIN RESTRICTIONS ON TRANSFER, VOTING AND OWNERSHIP SET FORTH THEREIN. By accepting ownership of the Shares and/or the Series B Conversion Shares, any transferee agrees to comply in all respects with the provisions of this Agreement, including the covenants in Section 5 hereof, the Articles and the Certificate of Designation."

Transfer Restrictions Restrictive Legend. (a) Each Holder of The Purchasers understand that the Securities agrees that such Holder shallCompany may, prior as a condition to the consummation of any sale or transfer of any Securities, give written notice to the Company of such Holder's intention to effect such a sale or transfer. Each such notice shall (i) describe the manner and circumstances of the proposed sale or transfer includingShares, without limitation, such information as is necessary to establish require that the proposed request for transfer may be made in compliance with the Securities Act, and (ii) if requested by the Company, be accompanied by the written opinion, addressed to the Company and obtained at the sole expense of the holder, an opinion of counsel for such Holder who is reasonably satisfactory to the Company, in form and substance satisfactory to the Company, to the effect that the proposed sale or transfer may be made does not result in compliance with a violation of the Securities Act. No Holder shall sell or transfer any of such Securities until such notice and, if requested, such opinion of counsel has been given to and accepted by the Company. Each certificate representing the Securities so transferred shall bear the legend set forth in Section 9(b) below unless (i) such transfer is in accordance with the provisions of covered by an effective registration statement or by Rule 144 (or any other rule or regulation permitting public sale without registration Rule 144A under the Securities Act); provided, however, that an opinion of counsel shall not be required for a transfer: (A) to its partners or former partners in accordance with partnership interests, (B) to any Affiliate or other Person under common management with such Purchaser, or (C) a transfer that is made pursuant to a bona fide gift to a third party; provided, further, that (i) the transferee in each case agrees to be subject to the restrictions in this Section 8 and provides the Company with a representation letter containing customary investment representations under the Securities Act, (ii) in such opinion the Company reasonably satisfies itself that the number of counsel, (x) registration of future transfers transferees is not required by the applicable provisions of the Securities Act sufficiently limited and (y) such Securities may immediately be sold by such Holder without taking any other actions to comply with an applicable exemption from such registration requirements, or (iii) in the Company shall consent in writing case of transferees that such legend are partners or limited liability company members, the transfer is for no consideration. It is understood that the book-entry registrations for the Shares may be removed. (b) Each certificate representing the Securities shall, unless otherwise specifically permitted by subsection 9(a) be stamped or otherwise imprinted with a legend in bear substantially the following formlegend: "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER ANY APPLICABLE STATE OR FEDERAL SECURITIES LAWLAWS. NO OFFERTHEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFER, PLEDGE, HYPOTHECATION PLEDGED OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE MADE UNLESS SUCH SECURITIES ARE REGISTERED UNDER HYPOTHECATED IN THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTION. IN ADDITION, NOTICE IS HEREBY GIVEN THAT THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE PROVISIONS ABSENCE OF A REGISTRATION AGREEMENT DATED AUGUST ___, 2002STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT."”

Transfer Restrictions Restrictive Legend. (a) Each Holder of The Purchasers understand that the Securities agrees that such Holder shallCompany may, prior as a condition to the consummation of any sale or transfer of any Securities, give written notice to the Company of such Holder's intention to effect such a sale or transfer. Each such notice shall (i) describe the manner and circumstances of the proposed sale Pre-Funded Warrants or transfer includingWarrant Shares, without limitation, such information as is necessary to establish require that the proposed request for transfer may be made in compliance with the Securities Act, and (ii) if requested by the Company, be accompanied by the written opinion, addressed to the Company and obtained at the sole expense of the holder, an opinion of counsel for such Holder who is reasonably satisfactory to the Company, in form and substance satisfactory to the Company, to the effect that the proposed sale or transfer may be made does not result in compliance with a violation of the Securities Act. No Holder shall sell or transfer any of such Securities until such notice and, if requested, such opinion of counsel has been given to and accepted by the Company. Each certificate representing the Securities so transferred shall bear the legend set forth in Section 9(b) below unless (i) such transfer is in accordance with the provisions of covered by an effective registration statement or by Rule 144 (or any other rule or regulation permitting public sale without registration Rule 144A under the Securities Act); provided, however, that an opinion of counsel shall not be required for a transfer: (A) to its partners or former partners in accordance with partnership interests, (B) to any Affiliate or other Person under common management with such Purchaser, or (C) a transfer that is made pursuant to a bona fide gift to a third party; provided, further, that (i) the transferee in each case agrees to be subject to the restrictions in this Section 8 and provides the Company with a representation letter containing customary investment representations under the Securities Act, (ii) in such opinion the Company reasonably satisfies itself that the number of counsel, (x) registration of future transfers transferees is not required by the applicable provisions of the Securities Act sufficiently limited and (y) such Securities may immediately be sold by such Holder without taking any other actions to comply with an applicable exemption from such registration requirements, or (iii) in the Company shall consent in writing case of transferees that such legend are partners or limited liability company members, the transfer is for no consideration. It is understood that the certificates evidencing the Pre-Funded Warrants or the book-entry registrations for the Warrant Shares may be removed. (b) Each certificate representing the Securities shall, unless otherwise specifically permitted by subsection 9(a) be stamped or otherwise imprinted with a legend in bear substantially the following form: "THE legends: 8.1 “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER ANY APPLICABLE STATE OR FEDERAL SECURITIES LAWLAWS. NO OFFERTHEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFER, PLEDGE, HYPOTHECATION PLEDGED OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE MADE UNLESS SUCH SECURITIES ARE REGISTERED UNDER HYPOTHECATED IN THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTION. IN ADDITION, NOTICE IS HEREBY GIVEN THAT THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE PROVISIONS ABSENCE OF A REGISTRATION AGREEMENT DATED AUGUST ___STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.” and “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, 2002THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER , 2021."”

Transfer Restrictions Restrictive Legend. (a) Each Holder of The Purchasers understand that the Securities agrees that such Holder shallCompany may, prior as a condition to the consummation of any sale or transfer of any Securities, give written notice to the Company of such Holder's intention to effect such a sale or transfer. Each such notice shall (i) describe the manner and circumstances of the proposed sale Pre-Funded Warrants or transfer includingWarrant Shares, without limitation, such information as is necessary to establish require that the proposed request for transfer may be made in compliance with the Securities Act, and (ii) if requested by the Company, be accompanied by the written opinion, addressed to the Company and obtained at the sole expense of the holder, an opinion of counsel for such Holder who is reasonably satisfactory to the Company, in form and substance satisfactory to the Company, to the effect that the proposed sale or transfer may be made does not result in compliance with a violation of the Securities Act. No Holder shall sell or transfer any of such Securities until such notice and, if requested, such opinion of counsel has been given to and accepted by the Company. Each certificate representing the Securities so transferred shall bear the legend set forth in Section 9(b) below unless (i) such transfer is in accordance with the provisions of covered by an effective registration statement or by Rule 144 (or any other rule or regulation permitting public sale without registration Rule 144A under the Securities Act); provided, however, that an opinion of counsel shall not be required for a transfer: (A) to its partners or former partners in accordance with partnership interests, (B) to any Affiliate or other Person under common management with such Purchaser, or (C) a transfer that is made pursuant to a bona fide gift to a third party; provided, further, that (i) the transferee in each case agrees to be subject to the restrictions in this Section 8 and provides the Company with a representation letter containing customary investment representations under the Securities Act, (ii) in such opinion the Company reasonably satisfies itself that the number of counsel, (x) registration of future transfers transferees is not required by the applicable provisions of the Securities Act sufficiently limited and (y) such Securities may immediately be sold by such Holder without taking any other actions to comply with an applicable exemption from such registration requirements, or (iii) in the Company shall consent in writing case of transferees that such legend are partners or limited liability company members, the transfer is for no consideration. It is understood that the certificates evidencing the Pre-Funded Warrants or the book-entry registrations for the Warrant Shares may be removed. (b) Each certificate representing the Securities shall, unless otherwise specifically permitted by subsection 9(a) be stamped or otherwise imprinted with a legend in bear substantially the following formlegends: "THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER ANY APPLICABLE STATE OR FEDERAL SECURITIES LAWLAWS. NO OFFERTHEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFER, PLEDGE, HYPOTHECATION PLEDGED OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE MADE UNLESS SUCH SECURITIES ARE REGISTERED UNDER HYPOTHECATED IN THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTION. IN ADDITION, NOTICE IS HEREBY GIVEN THAT THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE PROVISIONS ABSENCE OF A REGISTRATION AGREEMENT DATED AUGUST ___, 2002STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT."”