Limitations on Transfer Contract Clauses (221)

Limitations on Transfer. FISCHER/18KT understands, acknowledges and agrees that: Due to restrictions described in this Section 6 and the lack of any market existing or likely to exist for the Compensation Payment Shares, FISCHER/18KT's investment in the Compensation Payment Shares may be highly illiquid and may be held indefinitely by FISCHER/18KT. FISCHER/18KT must bear the economic risk of holding the Compensation Payment Shares for an indefinite period of time, since the Compensation Payment Shares have not been regi...stered under the Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state securities laws and regulations. Therefore, the Compensation Payment Shares will be restricted and cannot be offered, sold, transferred, pledged or hypothecated to any person unless the Compensation Payment Shares are subsequently registered under the Securities Act (which ENTEST is not obligated to do and which it does not anticipate doing in the future) or an exemption from registration is available and the favorable opinion of counsel acceptable to ENTEST to that effect is obtained by FISCHER/18KT. ENTEST has been informed that FISCHER/18KT intends to obtain a legal opinion in the future regarding whether FISCHER/18KT may rely upon the Rule 144 safe harbor and sell the Compensation Payment Shares in the public markets pursuant to an available exemption from a competent attorney, including, but not limited to, Ronald J. Logan of Logan Law Firm PLC, a licensed Arizona attorney. ENTEST, based upon knowledge it possesses as of the date of the Effective Date of this Agreement, has no objection to said attorney(s) providing the required legal opinion, provided, however, that ENTEST reserves the right to examine the legal opinion and to determine if it properly states a basis for removal of the restrictive legend from the certificate(s) relative to the Compensation Payment Shares and resale of the shares in the public markets pursuant to the Securities Act. Further, FISCHER/18KT may not resell, hypothecate, transfer, assign or make other disposition of the Compensation Payment Shares, except in a transaction exempt from the registration requirements of the securities laws and regulations of the state in which the Compensation Payment Shares are offered and sold, and specific approval of such transfers may be required in some states. View More

Limitations on Transfer. Your Award is not transferable, except by will or by the laws of descent and distribution. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the shares of Common Stock subject to the Award until the shares are issued to you in accordance with Section 6 of this Agreement. After the shares have been issued to you, you are free to assign, hypothecate, donate, en...cumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein and applicable securities laws. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Common Stock to which you were entitled at the time of your death pursuant to this Agreement. View More