Common use of Limitations on Disposition Clause in Contracts

Limitations on Disposition. The Holder understands that this Debenture, the Shares issuable upon conversion of this Debenture and any other securities issued under this Debenture are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act") only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further agrees not to make any disposition of all or any portion of this Debenture, the Shares or any other securities issued hereunder unless and until: (a) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) the Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; and (ii) furnished the Company with an opinion of counsel, satisfactory to the Company, that such disposition will not require registration of the securities under the Act. The Holder understands that this Debenture, the Shares and any other securities issued hereunder may bear the following legend, together with any other legend required by law: "The securities represented hereby have not been registered under the Securities Act of 1933, or any state securities laws. These securities may not be sold or transferred in the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, satisfactory to the Company, that the sale or transfer is pursuant to an exemption from the registration or qualification requirements of any applicable securities laws."

Limitations on Disposition. (a) The Holder understands that this Debenture, the Shares issuable upon conversion of this Debenture and Warrant, by acceptance hereof, agrees to comply in all respects with the provisions of this Section 7. Without in any other securities issued under this Debenture are "restricted securities" under way limiting the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act") only in certain limited circumstances. In this connectionrepresentations set forth above, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further of this Warrant agrees not to make any disposition of all this Warrant or any portion Warrant Shares, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 7 and the other provisions of this DebentureWarrant as if such transferee were the original Holder hereof, provided and to the Shares or any other securities issued hereunder unless and until: extent such provisions are then applicable, and: (ai) there There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or or (bA) the Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; , and the Company has given its prior written consent, and (iiB) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the securities Warrant and/or the Warrant Shares under the Act. The It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of paragraph (a) above, (i) no such Registration Statement, prior consent or opinion of counsel shall be necessary for a transfer (A) by a Holder understands which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or to the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or (B) to an "affiliate" of the Holder as that term is defined in Rule 405 promulgated by the Securities and Exchange Commission under the Securities Act, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were an original Holder hereunder, and (ii) no transferee shall be required, as a condition to any transfer of the Warrant or the Warrant Shares by the Holder, to agree to be bound by this DebentureSection 7, if the transferee is acquiring the Warrant and/or Warrant Shares and any other securities issued hereunder may bear the following legend, together with any other legend required by law: "The securities represented hereby have not been registered pursuant to a Registration Statement under the Securities Act or in a transaction made pursuant to Rule 144. Each new certificate evidencing the Warrant and/or Warrant Shares so transferred shall bear the appropriate restrictive legends set forth in Section 6(f) above, except that such certificate shall not bear such restrictive legend if, in the opinion of 1933counsel for the Company, such legend is not required in order to establish or assist in compliance with any provisions of the Securities Act or any applicable state securities laws. These securities may not be sold or transferred in the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, satisfactory to the Company, that the sale or transfer is pursuant to an exemption from the registration or qualification requirements of any applicable securities laws."

Limitations on Disposition. The Holder understands that this -------------------------- Debenture, the Shares issuable upon conversion of this Debenture and any other securities issued under this Debenture are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act") only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further agrees not to make any disposition of all or any portion of this Debenture, the Shares or any other securities issued hereunder unless and until: (a) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) the Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; and (ii) furnished the Company with an opinion of counsel, satisfactory to the Company, that such disposition will not require registration of the securities under the Act. The Holder understands that this Debenture, the Shares and any other securities issued hereunder may bear the following legend, together with any other legend required by law: "The securities represented hereby have not been registered under the Securities Act of 1933, or any state securities laws. These securities may not be sold or transferred in the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, satisfactory to the Company, that the sale or transfer is pursuant to an exemption from the registration or qualification requirements of any applicable securities laws."

Limitations on Disposition. The Holder understands that this Debenture, the Shares issuable upon conversion of this Debenture and Warrant, by acceptance hereof, agrees to comply in all respects with the provisions of this Section 9. Without in any other securities issued under this Debenture are "restricted securities" under way limiting the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act") only in certain limited circumstances. In this connectionrepresentations set forth above, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further of this Warrant agrees not to make any disposition of all this Warrant or any portion Warrant Shares, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 9 and the other provisions of this DebentureWarrant as if such transferee were the original Holder hereof, provided and to the Shares or any other securities issued hereunder unless and until: extent such provisions are then applicable, and (a) there There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or or (bi) the Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; , and the Company has given its prior written consent (which consent shall not be unreasonably withheld), and (ii) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the securities under Warrant and/or the Act. The Holder understands that this Debenture, the Warrant Shares and any other securities issued hereunder may bear the following legend, together with any other legend required by law: "The securities represented hereby have not been registered under the Securities Act Act. It is agreed that the Company will not require opinions of 1933counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding any other provision of this Section 9, Holder may transfer this Warrant and/or the Warrant Shares to any investment fund in which MedCap Management & Research LLC or any state securities laws. These securities may not be sold of its affiliates is the General Partner or transferred the manager; provided that, such fund is an "accredited investor" as such term is then defined in the absence Section 501 of an effective registration statement or qualification under such securities laws or an opinion of counsel, satisfactory Regulation D promulgated pursuant to the Company, that the sale or transfer is pursuant to an exemption from the registration or qualification requirements of any applicable securities lawsSecurities Act."

Limitations on Disposition. The Holder understands that this DebenturePurchaser shall not sell, the Shares issuable upon conversion transfer, assign or dispose of this Debenture and any other securities issued under this Debenture are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933Securities, as amended (the "Act") only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further agrees not to make any disposition of all or any portion of this Debenture, the Shares or any other securities issued hereunder unless and until: unless: (a) either (i) there is then in effect a Registration Statement an effective registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statementregistration statement or (ii) such securities may be sold pursuant to Rule 144(k) or any successor provision; or or (b) the Holder shall have (i) Purchaser has notified the Company in writing of any such disposition, received the proposed Company's written consent (which consent shall not be unreasonably withheld or delayed) to such disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; and (ii) furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the securities under the Act. The Holder understands that this Debenture, the Shares and any other securities issued hereunder may bear the following legend, together with any other legend required by law: "The securities represented hereby have not been registered such Securities under the Securities Act Act; provided, however, that no such consent or opinion of 1933counsel will be required (A) if the sale, transfer or any assignment complies with federal and state securities laws. These securities may not be sold laws and is made to an Affiliate of Purchaser which is also an "accredited investor" as that term is defined in Rule 501 of Regulation D, (B) if the sale, transfer or transferred in assignment is made pursuant to Rule 144 and Purchaser provides the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, Company with evidence reasonably satisfactory to the Company, Company that the sale or transfer is pursuant to an exemption from proposed transaction satisfies the registration or qualification requirements of Rule 144 or (C) in connection with a bona fide pledge or hypothecation of any applicable securities lawsSecurities under a margin arrangement with a broker-dealer or other financial institution or the sale of any such Securities by such broker-dealer or other financial institution following Purchaser's default under such margin arrangement; provided, in the case of any such transfer or disposition other than as described in paragraph (a) or clauses (B) or (C) of this paragraph (b), the transferee of such Securities makes representations to the Company substantially similar to those made by Purchaser in Section 5 hereof."

Limitations on Disposition. The Holder understands that this DebentureNote, the Shares issuable upon conversion exercise of this Debenture the Warrant and any other securities issued under this Debenture Note are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act") only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further agrees not to make any disposition of all or any portion of this Debenture, Note and the Shares or any other securities issued hereunder issuable upon the exercise of the Warrant unless and until: (a) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) the Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; and (ii) furnished the Company with an opinion of counsel, satisfactory to the Company, that such disposition will not require registration of the securities under the Act. The Holder understands that this DebentureNote, the Shares and any other securities issued hereunder issuable upon the exercise of the Warrant may bear the following legend, together with any other legend required by law: "The securities represented hereby have not been registered under the Securities Act of 1933, or any state securities laws. These securities may not be sold or transferred in the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, satisfactory to the Company, that the sale or transfer is pursuant to an exemption from the registration or qualification requirements of any applicable securities laws."

Limitations on Disposition. (a) The Holder understands that this Debenture, the Shares issuable upon conversion of this Debenture and Warrant, by acceptance hereof, agrees to comply in all respects with the provisions of this SECTION 5. Without in any other securities issued under this Debenture are "restricted securities" under way limiting the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act") only in certain limited circumstances. In this connectionrepresentations set forth above, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further of this Warrant agrees not to make any disposition of all this Warrant or any portion Warrant Shares, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this SECTION 5 and the other provisions of this DebentureWarrant as if such transferee were the original Holder hereof, provided and to the Shares or any other securities issued hereunder unless and until: extent such provisions are then applicable, and: (ai) there There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or or (bA) the Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; , and the Company has given its prior written consent, and (iiB) if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the securities Warrant and/or the Warrant Shares under the Act. The Holder understands that this DebentureIt is agreed that, if other appropriate supporting documentation is provided, the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of paragraph (a) above, (i) no such Registration Statement, prior consent or opinion of counsel shall be necessary for a transfer (A) by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or to the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or (B) to an "affiliate" of the Holder as that term is defined in Rule 405 promulgated by the Securities and Exchange Commission under the Securities Act, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were an original Holder hereunder, and (ii) no transferee shall be required, as a condition to any transfer of the Warrant or the Warrant Shares and any other securities issued hereunder may bear by the following legendHolder, together with any other legend required to agree to be bound by law: "The securities represented hereby have not been registered this SECTION 5, if the transferee is acquiring the Warrant and/or Warrant Shares pursuant to a Registration Statement under the Securities Act or in a transaction made pursuant to Rule 144. Each new certificate evidencing the Warrant and/or Warrant Shares so transferred shall bear the appropriate restrictive legends set forth in SECTION 4(e) above, except that such certificate shall not bear such restrictive legend if, in the opinion of 1933counsel for the Company, such legend is not required in order to establish or assist in compliance with any provisions of the Securities Act or any applicable state securities laws. These securities may not be sold or transferred in the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, satisfactory to the Company, that the sale or transfer is pursuant to an exemption from the registration or qualification requirements of any applicable securities laws."

Limitations on Disposition. The Holder understands that this Debenture, the Shares issuable upon conversion of this Debenture and an any other securities issued under this Debenture are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act") only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further agrees not to make any disposition of all or any portion of this Debenture, the Shares or any other securities issued hereunder unless and until: . (a) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (bi) the Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; and (ii) the Holder shall have furnished the Company with an opinion of counsel, satisfactory to the Company, that such disposition will not require registration of the securities under the Act. The Holder understands that this Debenture, the Shares and any other securities issued hereunder may bear the following legend, together with any other legend required by law: "The securities represented hereby have not been registered under the Securities Act of 1933, or any state securities laws. These securities may not be sold or transferred in the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, satisfactory to the Company, that the sale or transfer is pursuant to an exemption from the registration or qualification requirements of any applicable securities laws."

Limitations on Disposition. The Holder understands Each Seller agrees that this Debentureit shall not sell, transfer, assign or otherwise dispose of any Securities, unless: (a) such proposed disposition is made pursuant to an effective Registration Statement under the Securities Act and complies with the plan of distribution contained therein; (b) if such proposed disposition is to a Person that owns or operates (i) a hedge fund or substantially similar investment vehicle or (ii) a business that competes directly with the Business, such Seller has delivered written notice thereof to the Buyer specifying the material terms of such disposition and offering such Securities to the Buyer upon the same terms specified in such notice; upon receipt of such notice, the Shares issuable Buyer shall have five (5) Business Days in which to notify such Seller that it wishes to purchase all (but not less than all) of such Securities upon conversion of this Debenture and such terms; in the event that the Buyer either does not respond to such notice within such five Business Day period or declines in writing to purchase such Securities, such Seller may sell such Securities to such Person upon the same terms specified in such notice (it being understood that if such terms are amended or modified in any other securities issued under this Debenture are "restricted securities" under the federal securities laws inasmuch as material respect so that they are being acquired less favorable to such Seller, such Seller must reoffer such Securities to the Buyer in accordance with this subparagraph (b) on such amended or modified terms prior to selling them to such Person); (c) if such proposed disposition is made pursuant to an exemption from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933(other than pursuant to Rule 144), as amended (the "Act") only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further agrees not to make any disposition of all or any portion of this Debenture, the Shares or any other securities issued hereunder unless and until: (a) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) the Holder shall have (i) notified the Company of the proposed disposition and shall have Seller has furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; and (ii) furnished the Company Buyer with an opinion of counsel, reasonably satisfactory to the CompanyBuyer, that such disposition will not require registration of the securities under the Act. The Holder understands that this Debenture, the Shares and any other securities issued hereunder may bear the following legend, together with any other legend required by law: "The securities represented hereby have not been registered such Securities under the Securities Act of 1933Act; and (d) if such proposed disposition is made pursuant to Rule 144, or any state securities laws. These securities may not be sold or transferred in such Seller has furnished the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, Buyer with documentation reasonably satisfactory to the Company, Buyer and its legal counsel that the sale or transfer is pursuant to an exemption from proposed transaction satisfies the registration or qualification requirements of any applicable securities lawsRule 144."

Limitations on Disposition. The Holder understands Purchaser recognizes that this Debenture, no public market exists for the Shares Series B Preferred Stock to be sold hereunder and the Common Stock issuable upon conversion thereof, and no representation has been made to Purchaser that any such public market will exist in the future. Purchaser understands that it must bear the economic risk of this Debenture investment indefinitely unless the Series B Preferred Stock (or the Common Stock issuable upon conversion thereof) is registered pursuant to the Act or an exemption from such registration is available, and any other securities issued unless the disposition of the Series B Preferred Stock (or the Common Stock issuable upon conversion thereof) is qualified under this Debenture are "restricted securities" under the federal applicable state securities laws inasmuch as they are being acquired or an exemption from such qualification is available (and evidence reasonably satisfactory to the Company in a transaction not involving a public offering and that under is provided by such laws and applicable restrictions Purchaser of the availability of such securities may be resold without registration under exemptions, including the Securities Act of 1933delivery, as amended (the "Act") only in certain limited circumstances. In this connectionupon request, the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further agrees not to make any disposition of all or any portion of this Debenture, the Shares or any other securities issued hereunder unless and until: (a) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) the Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; and (ii) furnished the Company with an opinion of counselcounsel to such Purchaser, which opinion and counsel are reasonably satisfactory to the Company), and that, except as provided herein, the Company has no obligation or present intention of so registering the Series B Preferred Stock (or the Common Stock issuable upon conversion thereof). Purchaser understands that there is no assurance that any exemption from the Act will be available, or, if available, that such disposition exemption will not require registration allow it to dispose of or otherwise transfer any or all of the securities Series B Preferred Stock or the Common Stock issuable on conversion of the Series B Preferred Stock in the amounts or at the times Purchaser might desire. Purchaser understands that at the present time Rule 144 promulgated under the Act. The Holder understands that this Debenture, Act by the Shares Securities and any other securities issued hereunder may bear Exchange Commission ("RULE 144") is not applicable to sales of the following legend, together with any other legend required by law: "The securities represented hereby have shares of Series B Preferred Stock because such shares are not been registered under Section 12 of the Securities Exchange Act of 19331934 (the "EXCHANGE ACT"), or any state securities lawsand there is not publicly available the information concerning the Company specified in Rule 144. These securities may not be sold or transferred in the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, satisfactory to the Company, Purchaser acknowledges that the sale Company is not presently under any obligation to register under Section 12 of the Exchange Act or transfer to make publicly available the information specified in Rule 144 and that except as provided herein, is pursuant not otherwise required to an exemption from the registration or qualification requirements of any applicable securities lawsdo so."

Limitations on Disposition. The Holder understands that this Debentureof each certificate representing Registrable Securities, by accepting those securities, agrees to comply in all respects with the Shares issuable upon conversion following provisions: (1) Prior to any proposed disposition of this Debenture any Registrable Securities (other than under circumstances described in Sections 1(c) and any other securities issued under this Debenture are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable restrictions such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"1(d) only in certain limited circumstances. In this connectionbelow), the Holder represents that it is familiar with Rule 144 under the Act and the limitations imposed thereby and by the Act. The Holder further agrees not of those Registrable Securities shall give written notice to make any disposition of all or any portion of this Debenture, the Shares or any other securities issued hereunder unless and until: (a) there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) the Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition; provided, however, that the Holder need not provide such notice with respect to Registrable Securities for which the Company has previously issued unlegended certificates. (2) Except with respect to transactions not involving a change in beneficial ownership or transactions involving the distribution without consideration of Registrable Securities by any of the Holders to any of its partners, retired partners, or any estate of its partners or retired partners, or transfer by gift, will or intestate succession by any partner to his spouse or lineal descendants or ancestors, or to any stockholder, affiliate or affiliated venture capital partnership, such notice shall, if reasonably requested by the Company, also be accompanied by a written opinion of legal counsel (who shall be reasonably satisfactory to the Company and its counsel) stating that the proposed disposition of the Registrable Securities may be effected without registration under the Act and without blue sky qualification. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (3) Having satisfied Subsection 1(b)(2) above, the Holder of such Registrable Securities shall be entitled to transfer the Registrable Securities in accordance with the terms of the notice delivered by the Holder to the Company. (4) Each certificate evidencing the Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially in the following form in addition to any legend required under applicable state securities laws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH STOCK MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN The Company shall remove such restrictive legend upon the request of any Holder if (i) the Company has received an opinion of counsel who is reasonably acceptable to it and its counsel to the effect that registration of any and all future transfers is not required, (ii) furnished an appropriate registration statement with respect to such Registrable Securities has been filed by the Company with an opinion the Commission and been declared effective by the Commission, or (iii) such transfer may be made in compliance with the requirements of counselRule 144 or its successor. In these events, satisfactory the Company shall cause new certificates without the above legend to be issued promptly to the Company, that such disposition will not require registration of the securities under the Act. The Holder understands that this Debenture, the Shares and any other securities issued hereunder may bear the following legend, together with any other legend required by law: "The securities represented hereby have not been registered under the Securities Act of 1933, or any state securities laws. These securities may not be sold or transferred in the absence of an effective registration statement or qualification under such securities laws or an opinion of counsel, satisfactory to the Company, that the sale or transfer is pursuant to an exemption from the registration or qualification requirements of any applicable securities lawsexchange for outstanding legended certificates."