definiens: or a ( as those terms are defined in the Securities Act orthe Exchange Act and the rules and regulations promulgated thereunder ) ; and the filing of a Form 144 notice, ifapplicable . Opus acknowledges and understands that notwithstanding any obligation under the Rights Agreement, theCompany may not be satisfying the current public information requirement of Rule 144 at the time Opus wishes to sellthe Shares or the Conversion Shares, and that, in such event, Opus may be precluded from selling such securitiesunder Rule 144, even if the other applicable requirements of Rule 144 have been satisfied . Opus acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemptionfrom registration will be required for any disposition of the Shares or the underlying Common Stock . Opus understandsthat, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion thatpersons proposing to sell restricted securities received in a private offering other than in a registered offering orpursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration isavailable for such offers or sales and that such persons and the brokers who participate in the transactions do so attheir own risk