Secured Convertible Note Sample Contracts
ARTICLE ISecured Convertible Note • November 22nd, 2006 • Stem Cell Innovations, Inc. • Biological products, (no disgnostic substances) • New York
SECURED CONVERTIBLE NOTESecured Convertible Note • April 24th, 2007 • Medical Exchange Inc. • Services-medical laboratories • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
ARTICLE ISecured Convertible Note • July 11th, 2006 • One Voice Technologies Inc • Services-prepackaged software • New York
ContractSecured Convertible Note • April 13th, 2012 • Catasys, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.
FUTUREMEDIA PLC Amended and Restated Secured Convertible Note Due April 19, 2009Secured Convertible Note • August 7th, 2006 • Futuremedia PLC • Services-prepackaged software
This Secured Convertible Note (the “Note”) is issued by FUTUREMEDIA PLC, an English corporation (the “Obligor”), to CERTAIN WEALTH, LTD. (the “Holder”), pursuant to that certain Amended and Restated Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith. On or about April 19, 2006, the Obligor issued to the Holder a secured convertible note in the original principal amount of One Million Dollars ($1,000,000) (the “CW April 2006 Note”). This Note is being issued to modify the terms of the CW April 2006 Note as set forth herein.
ContractSecured Convertible Note • December 13th, 2004 • Stockeryale Inc • Optical instruments & lenses • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STOCKERYALE, INC., THAT SUCH REGISTRATION IS NOT REQUIRED.
QuickLinks -- Click here to rapidly navigate through this documentSecured Convertible Note • December 31st, 2003 • Digital Angel Corp • Communications equipment, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL ANGEL CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURED CONVERTIBLE NOTESecured Convertible Note • September 14th, 2007 • Voip Inc • Telephone & telegraph apparatus • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
ARTICLE ISecured Convertible Note • October 21st, 2005 • Addison Davis Diagnostics • Pharmaceutical preparations • New York
ContractSecured Convertible Note • February 4th, 2025 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURED CONVERTIBLE NOTESecured Convertible Note • November 8th, 2012 • Santa Fe Gold CORP • Metal mining • Delaware
This Secured Convertible Note relates to that certain Binding Heads Of Agreement Dated October 8, 2012 between Borrower and Creditor (the “HOA”).
TXP CORPORATION Secured Convertible Note Due: December 13, 2010Secured Convertible Note • December 17th, 2007 • TXP Corp • Electronic & other electrical equipment (no computer equip)
This Secured Convertible Note (the “Note”) is issued by TXP CORPORATION, a Nevada corporation (the “Company”), to YA GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS, L.P.) (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated March 30, 2007.
ARTICLE ISecured Convertible Note • August 11th, 2006 • Universal Communication Systems Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
ARTICLE ISecured Convertible Note • May 10th, 2007 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York
ContractSecured Convertible Note • November 21st, 2022 • Driveitaway Holdings, Inc. • Services-educational services • New Jersey
THIS NOTE AND THE SHARES OF COMMON STOCK OF DRIVEITAWAY HOLDINGS, INC. ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT) AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
ContractSecured Convertible Note • May 20th, 2020 • Evio, Inc. • Services-miscellaneous repair services • California
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
COLOMBIA CLEAN POWER & FUELS, INC. 10% SECURED CONVERTIBLE NOTE DUE JUNE 30, 2012Secured Convertible Note • March 30th, 2012 • Colombia Energy Resources, Inc. • Bituminous coal & lignite surface mining
This Note shall, (i) upon declaration by the Holder or (ii) automatically upon acceleration pursuant to clause (c) below, become immediately due and payable upon the occurrence of any of the following specified events of default:
ContractSecured Convertible Note • October 5th, 2006 • Dynamic Health Products Inc • Retail-catalog & mail-order houses • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DYNAMIC HEALTH PRODUCTS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Convertible Note • May 13th, 2008 • Sentinel Emergency Response Technology, Inc. • New York
THIS NOTE WAS ORIGINALLY ISSUED ON NOVEMBER 9, 2007 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFOR UNDER THE ACT OR ANY SUCH STATE SECURITIES LAWS THAT MAY BE APPLICABLE.
ContractSecured Convertible Note • May 20th, 2008 • Airtrax Inc • Industrial trucks, tractors, trailors & stackers • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRTRAX, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
THIRD AMENDMENT AGREEMENT TO SECURED CONVERTIBLE NOTE DUE NOVEMBER 17, 2019Secured Convertible Note • June 27th, 2019 • XpresSpa Group, Inc. • Services-personal services
This Third Amendment Agreement (this “Third Amendment”) to the Secured Convertible Note due November 17, 2019 (the “Note”), is made and entered into as of June 27, 2019, among XpresSpa Group, Inc., a Delaware corporation (the “Company”), and the Holders (as identified on the signature pages hereto), constituting a Majority in Interest (the “Specified Holders”). Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Note.
ContractSecured Convertible Note • August 14th, 2006 • DSL Net Inc • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DSL.NET, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 1 TO SECURED CONVERTIBLE NOTE December 17, 2003Secured Convertible Note • December 31st, 2003 • Digital Angel Corp • Communications equipment, nec
Reference is made to that certain secured convertible note dated July 31, 2003 made by Digital Angel, Inc., a Delaware corporation (the "Borrower") in favor LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (the "Laurus") in the original principal amount of Two Million Dollars ($2,000,000) (the "Note"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Note.
ContractSecured Convertible Note • April 21st, 2004 • Transgenomic Inc • Laboratory analytical instruments • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TRANSGENOMIC, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JUNE [ ], 2019Secured Convertible Note • July 12th, 2018 • Appyea, Inc • Services-computer programming services • New York
THIS 5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% Original Issue Discount Senior Secured Convertible Notes of APPYEA, Inc., a South Dakota corporation, (the “Company”), having its principal place of business at 777 Main Street, Suite 600, Fort Worth, Texas 76102, designated as its 5% Original Issue Discount Senior Secured Convertible Promissory Note due June 3 2019 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
ContractSecured Convertible Note • December 5th, 2008 • FNDS3000 Corp • Functions related to depository banking, nec • Georgia
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS AND IN ACCORDANCE WITH THE PROVISIONS OF REGULATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
ContractSecured Convertible Note • January 7th, 2009 • Sedona Corp • Services-prepackaged software • Louisiana
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE CONVERTED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION 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.
ContractSecured Convertible Note • December 6th, 2005 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONVERSION SERVICES INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD...Secured Convertible Note • April 16th, 2012 • Debt Resolve Inc • Services-business services, nec • New York
THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION. AS A RESULT, FOLLOWING ANY REDEMPTION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH BELOW.
SECOND AMENDMENT AGREEMENT TO SECURED CONVERTIBLE NOTE DUE NOVEMBER 16, 2019Secured Convertible Note • December 12th, 2018 • XpresSpa Group, Inc. • Services-personal services
This Second Amendment Agreement (this “Amendment”) to the Secured Convertible Notes due November 16, 2019 (the “Notes”), is made and entered into as of December 11, 2018, among XpresSpa Group, Inc., a Delaware corporation (the “Company”), and each of the Holders identified on the signature page hereto. Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Notes.
Term Sheet Secured Convertible Note March 29, 2009Secured Convertible Note • March 30th, 2009 • Nutracea • Grain mill products
This Term Sheet is by and between the Investor (as defined below) and the Company (as defined below) and no other person or entity and is meant to be a party hereto or a third party beneficiary thereof. The purpose of this Term Sheet is to set forth the indicative terms pursuant to which the Investor would purchase the securities of the Company described herein. The terms and conditions set forth herein are not a complete statement of the terms and conditions for any such investment and are subject to change, and this Term Sheet does not constitute an offer or solicitation or commitment to purchase or sell any securities of the Company. The issuance and sale of such securities is subject to completion of the Investor’s due diligence to the Investor’s satisfaction, the preparation of definitive legal documentation to effect the transaction that is mutually satisfactory to the Company and the Investor and, in the case of the Investor, that the Investor shall have determined that subseque
ARTICLE ISecured Convertible Note • February 13th, 2006 • Addison Davis Diagnostics • Pharmaceutical preparations • New York
ContractSecured Convertible Note • March 5th, 2004 • Home Solutions of America Inc • Services-management services • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOME SOLUTIONS OF AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Convertible Note • December 6th, 2004 • Blastgard International Inc • Services-business services, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BLASTGARD INTERNATIONAL, INC.THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Convertible Note • August 17th, 2018 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.