Securities Act: Certificates Not registered


5AThe shares represented by this certificate have not been registered under the Securities Act of l933. These shares have been acquired for investment and not with a view to distribution or resale, and may not be mortgaged, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of l933 or an opinion of counsel for the corporation that registration is not required under such act.

5B The shares represented by this certificate have not been registered under the securities Act of l933. The shares have been acquired for investment and may not be transferred unless (i) a Registration Statement with respect to the shares shall be effective under The Securities Act of l933 and there shall have been compliance with applicable state law or (ii) the corporation shall have received a "no action" letter from the Securities and Exchange Commission covering such transfer and the equivalent ruling or letter pursuant to applicable state law, each in form  satisfactory to the corporation or (iii) The corporation shall have received an opinion of legal counsel satisfactory to it that no violation of such act, or other applicable law, will be involved in such transfer.

5C The shares represented by this certificate have not been registered under any federal or state securities law. They have been acquired for investment and may not be transferred without an  effective registration statement pursuant to such laws or an opinion of legal counsel satisfactory to the Corporation that registration is not required.


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