PARRIS N. GLENDENING, Governor

Ch. 92

(1)     THE CERTIFICATE IS GENUINE AND HAS NOT BEEN MATERIALLY
ALTERED;

(2)     THE TRANSFEROR OR INDORSER DOES NOT KNOW OF ANY FACT
THAT MIGHT IMPAIR THE VALIDITY OF THE SECURITY;

(3)     THERE IS NO ADVERSE CLAIM TO THE SECURITY;

(4)     THE TRANSFER DOES NOT VIOLATE ANY RESTRICTION ON
TRANSFER;

(5)     IF THE TRANSFER IS BY INDORSEMENT, THE INDORSEMENT IS MADE
BY AN APPROPRIATE PERSON, OR IF THE INDORSEMENT IS BY AN AGENT, THE
AGENT HAS ACTUAL AUTHORITY TO ACT ON BEHALF OF THE APPROPRIATE
PERSON; AND

(6)     THE TRANSFER IS OTHERWISE EFFECTIVE AND RIGHTFUL.

(B)     A PERSON WHO ORIGINATES AN INSTRUCTION FOR REGISTRATION OF
TRANSFER OF AN UNCERTIFICATED SECURITY TO A PURCHASER FOR VALUE
WARRANTS TO THE PURCHASER THAT:

(1)     THE INSTRUCTION IS MADE BY AN APPROPRIATE PERSON, OR IF THE
INSTRUCTION IS BY AN AGENT, THE AGENT HAS ACTUAL AUTHORITY TO ACT ON
BEHALF OF THE APPROPRIATE PERSON;

(2)     THE SECURITY IS VALID;

(3)     THERE IS NO ADVERSE CLAIM TO THE SECURITY; AND

(4)     AT THE TIME THE INSTRUCTION IS PRESENTED TO THE ISSUER:

(I)      THE PURCHASER WILL BE ENTITLED TO THE REGISTRATION
OF TRANSFER;

(II)    THE TRANSFER WILL BE REGISTERED BY THE ISSUER FREE
FROM ALL LIENS, SECURITY INTERESTS, RESTRICTIONS, AND CLAIMS OTHER THAN
THOSE SPECIFIED IN THE INSTRUCTION;

(III) THE TRANSFER WILL NOT VIOLATE ANY RESTRICTION ON
TRANSFER; AND

(IV) THE REQUESTED TRANSFER WILL OTHERWISE BE EFFECTIVE
AND RIGHTFUL.

(C)     A PERSON WHO TRANSFERS AN UNCERTIFICATED SECURITY TO A
PURCHASER FOR VALUE AND DOES NOT ORIGINATE AN INSTRUCTION IN
CONNECTION WITH THE TRANSFER WARRANTS THAT:

(1)     THE UNCERTIFICATED SECURITY IS VALID;

(2)     THERE IS NO ADVERSE CLAIM TO THE SECURITY;

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