Liviakis and Mr Sample Clauses

Liviakis and Mr. Prag shall not transfer their respective Shares to any person unxxx xxx expiration of the term of the Consulting Agreement, including any extension of such term (the "Lock-up Period"). Upon expiration of the Lock-up Period, the Shares may be transferred only in compliance with Rule 144 of the Securities Act of 1933, as amended (the "Act"), or any other available exemption, unless registered for resale pursuant to Section 1.1.7.
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Liviakis and Mr. Prag each acknowledge that the Shares have not been registered uxxxx xxx Act, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the Shares may not be resold or transferred unless (a) the Company receives, should it so require, an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of the Act, or (b) the Shares have been registered for resale pursuant to Section 1.1.7.
Liviakis and Mr. Prag shall return to the Company for cancellation as soon as posxxxxx xxter the execution of this Agreement, the originals of the Common Stock Purchase Warrants, dated as of February 10, 1998 and covering an aggregate of 1,290,000 shares of the Company's common stock, which were issued in connection with the Consulting Agreement (the "Warrants"). The Warrants were issued as follows: (1) to Liviakis for 967,500 shares of the Company's common stock (the "Liviakis Warrant"), and (2) to Mr. Prag for 322,500 shares of the Company's common stock (the "Prag Xxxxxxx").
Liviakis and Mr. Prag agree and acknowledge that immediately upon execution of thxx Xxxxxment, (a) the Warrants shall be null and void, and of no further effect, without further action by the Company, and (b) neither Liviakis nor Mr. Prag shall have any further rights, and the Company shall have nx xxxxxxr obligations, under the Warrants or under Section 4.1 of the Consulting Agreement. Each of Liviakis and Mr. Prag represent and warrant to the Company as follows:

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