definiens: or a ( as thoseterms are defined in the Securities Act or the Exchange Act and the rules and regulations promulgatedthereunder ) ; and the filing of a Form 144 notice, if applicable . Opus acknowledges and understands thatnotwithstanding any obligation under any agreement between Juno and certain of its shareholders, Juno may notbe satisfying the current public information requirement of Rule 144 at the time Opus wishes to sell the JunoShares 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 acknowledgesthat, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or anexemption from registration will be required for any disposition of the Juno Shares or the underlying CommonStock . Opus understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission hasexpressed its opinion that persons proposing to sell restricted securities received in a private offering other thanin a 12registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that anexemption from registration is available for such offers or sales and that such persons and the brokers whoparticipate in the transactions do so at their own risk