EX-4.5
from S-1
14 pages
The Securities Represented Hereby Have Not Been Registered Under the United States Securities Act of 1933, as Amended (The “U.S. Securities Act”) or Any State Securities Laws. the Holder Hereof, by Purchasing Such Securities, Agrees for the Benefit of the Corporation That Such Securities May Be Offered, Sold, Pledged or Otherwise Transferred Only: (A) to the Corporation, (B) Pursuant to an Effective Registration Statement Under the U.S. Securities Act, (C) Outside the United States in Accordance With Rule 904 of Regulation S Under the U.S. Securities Act if Available, (D) Pursuant to an Exemption From Registration Under the U.S. Securities Act Provided by Rule 144 or Rule 144a Thereunder, if Available, and in Compliance With Any State Securities Laws, or (E) With the Prior Written Consent of the Corporation, Pursuant to Another Exemption From Registration Under the U.S. Securities Act and Any Applicable State Securities Laws; Provided That, in Connection With a Transfer Pursuant to (C), (D) or (E) Above, an Opinion of Counsel, of Recognized Standing Reasonably Satisfactory to the Corporation Has Been Provided to the Corporation to Such Effect
12/34/56