LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 18, 2016 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and Nuvectra Corporation, a Delaware corporation (“Nuvectra”), ALGOSTIM, LLC, a Delaware limited liability company (“Algostim”), PelviStim LLC, a Delaware limited liability company (“PelviStim”), and NeuroNexus Technologies, Inc., a Michigan corporation (“NeuroNexus”), each with off
NUVECTRA CORPORATION EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 12th, 2019 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
As further set forth in this agreement (this “Agreement”), Nuvectra Corporation, a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
ContractNuvectra Corp • October 3rd, 2017 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This Director Indemnification Agreement, dated as of ______________ (this “Agreement”), is made by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • December 30th, 2015 • Qig Group, LLC • Surgical & medical instruments & apparatus • Delaware
This Officer Indemnification Agreement, dated as of (this “Agreement”), is made by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
2,825,000 Shares Nuvectra Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2018 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
Nuvectra Corporation, a Delaware corporation (the “Company”) proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,825,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 2,825,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to an aggregate of 423,750 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 20th, 2019 • Nuvectra Corp • Surgical & medical instruments & apparatus • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made between Nuvectra Corporation, a Delaware corporation (the “Company” or “Nuvectra”) and Jennifer Kosharek (“Executive”).
SEPARATION AND DISTRIBUTION AGREEMENT between GREATBATCH, INC. and QIG GROUP, LLC (to be converted into Nuvectra Corporation) dated as of March 14, 2016Separation and Distribution Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into as of March 14, 2016, between Greatbatch, Inc., a Delaware corporation (“Greatbatch”), and QiG Group, LLC, a Delaware limited liability company (“QiG”), which in connection with the transactions contemplated hereby will be converted into Nuvectra Corporation, a Delaware corporation (“Nuvectra”). Greatbatch and Nuvectra are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” References to Nuvectra are deemed to include, for all periods prior to the Nuvectra Conversion (defined below), QiG. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
LICENSE AGREEMENTLicense Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
This LICENSE AGREEMENT (the “License Agreement”), dated March 13, 2016 (the “Effective Date”), is by and between NEURONEXUS TECHNOLOGIES, INC., a Michigan corporation (hereinafter referred to as “Licensor”) and GREATBATCH LTD., a New York corporation (hereinafter referred to as “Licensee”). The Licensor and the Licensee are sometimes referred to herein collectively as the “parties” and individually as a “party.”
TAX MATTERS AGREEMENT between GREATBATCH, INC. and QIG GROUP, LLC (to be converted into NUVECTRA CORPORATION) dated as of , 2016Tax Matters Agreement • February 5th, 2016 • Qig Group, LLC • Surgical & medical instruments & apparatus • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 2016, between Greatbatch, Inc., a Delaware corporation (“GB”), and QiG Group, LLC, a Delaware limited liability company (“QiG”). Unless otherwise indicated, all “Article” and “Section” references in this Agreement are to articles and sections of this Agreement.
EMPLOYEE MATTERS AGREEMENT between GREATBATCH, INC. and QIG GROUP, LLC (to be converted into Nuvectra Corporation) dated as of , 2016Employee Matters Agreement • December 30th, 2015 • Qig Group, LLC • Surgical & medical instruments & apparatus • Delaware
This EMPLOYEE MATTERS AGREEMENT dated as of , 2016 by and between Greatbatch, Inc., a Delaware corporation (“Greatbatch”), and QiG Group, LLC, a Delaware limited liability company (to be converted into Nuvectra Corporation, a Delaware corporation) (“Nuvectra”). Greatbatch and Nuvectra are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.”
PRODUCT COMPONENT FRAMEWORK AGREEMENTProduct Component Framework Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
This PRODUCT COMPONENT FRAMEWORK AGREEMENT (the “Agreement”), effective the 14th day of March, 2016 (the “Effective Date”) is by and between Greatbatch Ltd., a New York corporation, located at 10000 Wehrle Drive, Clarence, New York, 14031, (“Greatbatch”) and QiG Group, LLC, a Delaware limited liability company, located at 5700 Granite Parkway, Suite 960, Plano, Texas, 75024 (“QiG Group”). Greatbatch and QiG Group are referred to collectively as the “Parties” and individually as a “Party.”
TRANSITION SERVICES AGREEMENT BETWEEN GREATBATCH, INC. and QIG GROUP, LLC (to be converted into NUVECTRA CORPORATION) Dated March 14, 2016Transition Services Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This TRANSITION SERVICES AGREEMENT (together with Schedule A hereto, this “Agreement”) is entered into as of March 14, 2016, by and between Greatbatch, Inc., a Delaware corporation (“GB”), and QiG Group, LLC, a Delaware limited liability company (to be converted into Nuvectra Corporation, a Delaware corporation) (“Nuvectra”).
OFFICer INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This Officer Indemnification Agreement, dated as of ______________ (this “Agreement”), is made by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
NUVECTRA CORPORATION FORM OF NONQUALIFIED STOCK OPTION AGREEMENT – NON-EMPLOYEE DIRECTORSNonqualified Stock Option Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and the individual named below (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Nuvectra Corporation 2016 Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
AMENDMENT NO. 2 TO THE TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 19th, 2018 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT NO. 2 TO THE TRANSITION SERVICES AGREEMENT (this “Amendment”), dated as of March 13, 2018, amends that certain Transition Services Agreement, dated March 14, 2016, by and between Integer Holdings Corporation (f/k/a Greatbatch, Inc.), having an office at 10000 Wehrle Drive, Clarence, New York 14031 (“Integer”) and Nuvectra Corporation (f/k/a QIG Group, LLC), having an office at 5830 Granite Parkway, Suite 1100, Plano, Texas, 75024 (“Nuvectra”), as amended by that certain Amendment No. 1 to the Transition Services Agreement, dated as of May 1, 2016, by and between Integer and Nuvectra (the “TSA”).
LICENSE AGREEMENTLicense Agreement • June 17th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
This LICENSE AGREEMENT (the “License Agreement”), dated June 14, 2016 (the “Effective Date”), is by and between NUVECTRA CORPORATION, a corporation and existing under the laws of the State of Delaware (hereinafter referred to as “Licensor”) and Aleva Neurotherapeutics SA, a Swiss share company registered under the federal identification number CHE-114.416.910, EPFL Innovation Park, Building D, 1015 Lausanne, Switzerland (hereinafter referred to as “Licensee”). The Licensor and the Licensee are sometimes referred to herein collectively as the “parties” and individually as a “party.”
NUVECTRA CORPORATION FORM OF NONQUALIFIED STOCK OPTION AGREEMENT – EMPLOYEES2016 Equity Incentive Plan • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and the individual named below (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Nuvectra Corporation 2016 Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
SUBLEASE MODIFICATION AND EXTENSION AGREEMENTSublease Modification and Extension Agreement • February 6th, 2018 • Nuvectra Corp • Surgical & medical instruments & apparatus • Texas
THIS SUBLEASE MODIFICATION AND EXTENSION AGREEMENT (this “Agreement”) is made February 1, 2018 (“Effective Date”), by and between GREATBATCH LTD., a New York corporation having an address at 10000 Wehrle Drive, Clarence, New York 14031 (“Sublandlord”) and NUVECTRA CORPORATION (f/k/a QiG Group, LLC), a Delaware corporation, having an address at 5830 Granite Parkway, 11th Floor, Plano, Texas 75024 (“Subtenant”).
ContractNuvectra Corp • October 3rd, 2018 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
TRANSITION SERVICES AGREEMENT BETWEEN GREATBATCH, INC. and QIG GROUP, LLC (to be converted into NUVECTRA CORPORATION) Dated , 2016Transition Services Agreement • February 5th, 2016 • Qig Group, LLC • Surgical & medical instruments & apparatus • Delaware
This TRANSITION SERVICES AGREEMENT (together with Schedule A hereto, this “Agreement”) is entered into as of , 2016, by and between Greatbatch, Inc., a Delaware corporation (“GB”), and QiG Group, LLC, a Delaware limited liability company (to be converted into Nuvectra Corporation, a Delaware corporation) (“Nuvectra”).
ContractNuvectra Corp • March 18th, 2016 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractNuvectra Corp • December 12th, 2016 • Surgical & medical instruments & apparatus
STOCK PURCHASE AGREEMENT among NUVECTRA CORPORATION, as Seller and NEL Group, Inc., as Buyer December 31, 2018Stock Purchase Agreement • January 7th, 2019 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of December 31, 2018, is entered into by and among Nuvectra Corporation, a Delaware corporation (“Seller”) and NEL Group, Inc., a Delaware corporation (“Buyer”).
BUSINESS AGREEMENTBusiness Agreement • December 12th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
This business agreement is dated as of April 30th, 2009 (“Effective Date”), and is between MINNETRONIX, INC., a Minnesota corporation (“Minnetronix”), and QIG GROUP, LLC, a Delaware limited liability company (“Client”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 26th, 2019 • Nuvectra Corp • Surgical & medical instruments & apparatus
THIS FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 22, 2019, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), and NUVECTRA CORPORATION, a Delaware corporation (“Nuvectra”), ALGOSTIM, LLC, a Delaware limited liability company (“Algostim”), and PELVISTIM LLC, a Delaware limited liability company (“PelviStim”), each with offices located at 5830 Granite Parkway, Suite 1100, Plano, TX 75024 (Nuvectra, Algostim, and PelviStim ar
FIRST AMENDMENT TO BUSINESS AGREEMENTBusiness Agreement • December 12th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
THIS FIRST AMENDMENT TO BUSINESS AGREEMENT (the “Amendment”) is made and entered into as of the 10th day of April, 2010 (“Effective Date”) by and between MINNETRONIX, INC., a Minnesota corporation, (“Minnetronix”) and QIG GROUP, LLC., a Delaware limited liability company, (“Client”) and amends the Business Agreement between the parties dated April 30, 2009 (“Business Agreement”).
SECOND AMENDMENT TO THE DEVELOPMENT AGREEMENTDevelopment Agreement • June 21st, 2017 • Nuvectra Corp • Surgical & medical instruments & apparatus
This Second Amendment (the “Amendment No. 2”) dated as of June 19, 2017 (the “Amendment Effective Date”) to the Development Agreement, is by and between Nuvectra Corporation (f/k/a QIG Group, LLC), located at 5830 Granite Parkway, Suite 1100, Plano, TX 75223 (“Nuvectra”), and Aleva Neurotherapeutics S.A., located at EPFL Innovation Park, Building D, 1015 Lausanne, Switzerland (“Aleva”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 21st, 2018 • Nuvectra Corp • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of February 16, 2018, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) and NUVECTRA CORPORATION, a Delaware corporation (“Nuvectra”), ALGOSTIM, LLC, a Delaware limited liability company (“Algostim”), PELVISTIM LLC, a Delaware limited liability company (“PelviStim”), and NEURONEXUS TECHNOLOGIES, INC., a Michigan corporation (“NeuroNexus”), each with offices located at 5830 Granite P
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • July 10th, 2019 • Nuvectra Corp • Surgical & medical instruments & apparatus • Texas
This Separation Agreement and Release (“Agreement”) is made by and between J. Paul Hanchin (“Executive”) and Nuvectra Corporation (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2019 • Nuvectra Corp • Surgical & medical instruments & apparatus
THIS SIXTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 16, 2019, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), and NUVECTRA CORPORATION, a Delaware corporation (“Nuvectra”), with its corporate office located at 5830 Granite Parkway, Suite 1100, Plano, TX 75024 (“Borrower”).
OFFICE LEASE by and between EOS DEVELOPMENT 1 LLC, a Delaware limited liability company as LANDLORD and GREATBATCH LTD., a New York corporation as TENANT EOS AT INTERLOCKEN 105 EDGEVIEW DRIVE BROOMFIELD, COLORADO SUITE 310 December 2, 2015Office Lease • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Colorado
This Summary of Basic Lease Information (the “Summary”) is hereby incorporated by reference into and made a part of the attached Office Lease. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any initially capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 4th, 2019 • Nuvectra Corp • Surgical & medical instruments & apparatus
THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of February 27, 2019, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), and NUVECTRA CORPORATION, a Delaware corporation (“Nuvectra”), ALGOSTIM, LLC, a Delaware limited liability company (“Algostim”), and PELVISTIM LLC, a Delaware limited liability company (“PelviStim”), each with offices located at 5830 Granite Parkway, Suite 1100, Plano, TX 75024 (Nuvectra, Algostim, and PelviSti
BUSINESS PROPERTY LEASEBusiness Property Lease • June 30th, 2017 • Nuvectra Corp • Surgical & medical instruments & apparatus • Michigan
BMT Ann Arbor, LLC an Ohio Limited Liability Company (hereinafter referred to as "LESSOR") does, subject to the terms, conditions and agreements set forth below, hereby lease to NeuroNexus Technologies, Inc., a(n) Michigan corporation (hereinafter referred to as "LESSEE"), the following-described property (hereinafter referred to as the "Premises"):
ContractNuvectra Corp • February 21st, 2018 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
