Common use of Additional Transfer Restrictions Clause in Contracts

Additional Transfer Restrictions. The Shareholders understand and agree that, in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to their purchase of the Diversinet Shares, Warrants and the Diversinet shares issuable upon conversion of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: (i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants and the Vendors must comply with the terms and conditions set forth in such legends prior to any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW AND, IF APPLICABLE, CANADIAN SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” (ii) Stop transfer instructions have been or will be placed on any certificates evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.

Additional Transfer Restrictions. The Shareholders understand undersigned understands and agree agrees that, in addition to the restrictions set forth in this Agreementagreement, the following restrictions and limitations are applicable to their its purchase of the Diversinet SharesConvertible Note and any resales, Warrants and the Diversinet shares issuable upon conversion pledges, hypothecations or other transfers of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: (i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) or other document(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares and the Vendors undersigned must comply with the terms and conditions set forth in such legends prior to any resaleresales, pledgepledges, hypothecation, transfer hypothecations or other disposition transfers of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE TRANSFERRED UNLESS (A) COVERED THE SHAREHOLDER WISHING TO TRANSFER SUCH SECURITIES PROVIDES AN OPINION OF COUNSEL REASONABLY CONCURRED IN BY AN EFFECTIVE COUNSEL FOR TRINITY MEDICAL GROUP USA, INC. (THE "COMPANY") STATING THAT THE PROPOSED TRANSFER OF THE COMPANY'S SECURITIES IS EXEMPT FROM THE REGISTRATION STATEMENT UNDER THE SECURITIES ACT PROVISIONS OF ALL APPLICABLE FEDERAL AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW AND, IF APPLICABLE, CANADIAN SECURITIES LAWS LAWS; OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE SAID SECURITIES HAVE BEEN REGISTERED PURSUANT TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” SECURITIES ACT OF 1933, AS AMENDED." (ii) Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.

Additional Transfer Restrictions. The Shareholders understand Hxx understands and agree agrees that, in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to their his purchase and any resales, pledges, hypothecations or other transfers of the Diversinet Shares, Warrants and the Diversinet shares issuable upon conversion of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the WarrantsSecurities: (i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) or other document(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Securities and the Vendors Hxx must comply with the terms and conditions set forth in such legends prior to any resaleresales, pledgepledges, hypothecation, transfer hypothecations or other disposition transfers of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the WarrantsSecurities: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, HYPOTHECATED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SECURITIES UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW ANDSECURITIES LAWS, IF APPLICABLE, CANADIAN SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE SATISFACTORY TO THE COMPANY TO ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE EFFECT THAT NO REGISTRATION ACT OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” APPLICABLE STATE SECURITIES LAWS. (ii) Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Securities so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.

Additional Transfer Restrictions. The Shareholders understand Hsu understands and agree thatagrees thax, in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to their his purchase and any resales, pledges, hypothecations or other transfers of the Diversinet Shares, Warrants and the Diversinet shares issuable upon conversion of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the WarrantsSecurities: (i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) or other document(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Securities and the Vendors Hsu must comply with the terms and xxd conditions set forth in such legends prior to any resaleresales, pledgepledges, hypothecation, transfer hypothecations or other disposition transfers of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the WarrantsSecurities: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES THE "ACT”), ") OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, HYPOTHECATED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SECURITIES UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW ANDSECURITIES LAWS, IF APPLICABLE, CANADIAN SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE SATISFACTORY TO THE COMPANY TO ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE EFFECT THAT NO REGISTRATION ACT OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” APPLICABLE STATE SECURITIES LAWS. (ii) Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Securities so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.

Additional Transfer Restrictions. The Shareholders understand undersigned understands and agree agrees that, in addition to the restrictions set forth in this Agreementagreement, the following restrictions and limitations are applicable to their its purchase of the Diversinet SharesSecurities and any resales, Warrants and the Diversinet shares issuable upon conversion pledges, hypothecations or other transfers of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the WarrantsSecurities: (i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) or other document(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares and the Vendors undersigned must comply with the terms and conditions set forth in such legends prior to any resaleresales, pledgepledges, hypothecation, transfer hypothecations or other disposition transfers of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE TRANSFERRED UNLESS (A) COVERED THE SHAREHOLDER WISHING TO TRANSFER SUCH SECURITIES PROVIDES AN OPINION OF COUNSEL REASONABLY CONCURRED IN BY AN EFFECTIVE COUNSEL FOR TRINITY MEDICAL GROUP USA, INC. (THE "COMPANY") STATING THAT THE PROPOSED TRANSFER OF THE COMPANY'S SECURITIES IS EXEMPT FROM THE REGISTRATION STATEMENT UNDER THE SECURITIES ACT PROVISIONS OF ALL APPLICABLE FEDERAL AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW AND, IF APPLICABLE, CANADIAN SECURITIES LAWS LAWS; OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE SAID SECURITIES HAVE BEEN REGISTERED PURSUANT TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” SECURITIES ACT OF 1933, AS AMENDED." (ii) Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Diversinet Shares, Warrants Warrant or the Diversinet shares issuable upon conversion of the Warrants Shares so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.

Additional Transfer Restrictions. The Shareholders understand Conrex understands and agree agrees that, in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to their its purchase and any resales, pledges, hypothecations or other transfers of the Diversinet Shares, Warrants and the Diversinet shares issuable upon conversion of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: (i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) or other document(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares and the Vendors Conrex must comply with the terms and conditions set forth in such legends prior to any resaleresales, pledgepledges, hypothecation, transfer hypothecations or other disposition transfers of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, HYPOTHECATED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SECURITIES UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW ANDSECURITIES LAWS, IF APPLICABLE, CANADIAN SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE SATISFACTORY TO THE COMPANY TO ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE EFFECT THAT NO REGISTRATION ACT OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” APPLICABLE STATE SECURITIES LAWS.” (ii) Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.

Additional Transfer Restrictions. The Shareholders understand Conrex understands and agree agrees that, in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to their its purchase and any resales, pledges, hypothecations or other transfers of the Diversinet Shares, Warrants and the Diversinet shares issuable upon conversion of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: (i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) or other document(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares and the Vendors Conrex must comply with the terms and conditions set forth in such legends prior to any resaleresales, pledgepledges, hypothecation, transfer hypothecations or other disposition transfers of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES THE "ACT”), ") OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, HYPOTHECATED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SECURITIES UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW ANDSECURITIES LAWS, IF APPLICABLE, CANADIAN SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE SATISFACTORY TO THE COMPANY TO ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE EFFECT THAT NO REGISTRATION ACT OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” APPLICABLE STATE SECURITIES LAWS." (ii) Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.

Additional Transfer Restrictions. The Shareholders understand undersigned Subscriber understands and agree agrees that, in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to their purchase Certificate of Incorporation, the Diversinet SharesBy-Laws, Warrants and the Diversinet shares issuable upon conversion of Stockholders Agreement, and under applicable state and federal securities laws, the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: (i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) or other document(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Offered Shares (if such Common Shares are certificated) and the Vendors undersigned Subscriber must comply with the terms and conditions set forth in such legends prior to any resaleresales, pledgepledges, hypothecation, transfer hypothecations or other disposition transfers of the Diversinet Offered Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, BY-LAWS, AND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH CERTIFICATE OF INCORPORATION, SUCH BY-LAWS, AND SUCH STOCKHOLDERS AGREEMENT. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE TRANSFERRED UNLESS TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) COVERED BY AN EFFECTIVE PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES SUCH ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW ANDLAWS, IF APPLICABLE, CANADIAN SECURITIES LAWS OR (B) EXEMPTIONS PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFERTHEREUNDER.” (ii) Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Offered Shares so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof. The undersigned Subscriber understands that the Shares are restricted from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the SEC provide in substance that the undersigned Subscriber may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned Subscriber understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to the Securities Act. Even if and when the Offered Shares become freely transferable, a secondary market in the Offered Shares may not develop. Consequently, the undersigned Subscriber understands that the undersigned Subscriber must bear the economic risks of the investment in the Offered Shares for an indefinite period of time. The undersigned Subscriber agrees that the undersigned Subscriber will not sell, assign, pledge, give, transfer, or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.50l of Regulation Crowdfunding.

Additional Transfer Restrictions. The Shareholders understand undersigned understands and agree agrees that, in addition to the restrictions set forth in this Agreementagreement, the following restrictions and limitations are applicable to their its purchase of the Diversinet SharesSecurities and any resales, Warrants and the Diversinet shares issuable upon conversion pledges, hypothecations or other transfers of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the WarrantsSecurities: (i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) or other document(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares and the Vendors undersigned must comply with the terms and conditions set forth in such legends prior to any resaleresales, pledgepledges, hypothecation, transfer hypothecations or other disposition transfers of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED AND MAY NOT BE TRANSFERRED UNLESS (A) THE SHAREHOLDER WISHING TO TRANSFER SUCH SECURITIES PROVIDES AN OPINION OF COUNSEL REASONABLY CONCURRED IN BY COUNSEL FOR TRINITY MEDICAL GROUP USA, INC. (THE "COMPANY") STATING THAT THE PROPOSED TRANSFER OF THE COMPANY'S SECURITIES IS EXEMPT FROM THE REGISTRATION PROVISIONS OF ALL APPLICABLE FEDERAL AND STATE LAWS; OR (B) SAID SECURITIES HAVE BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED." "THE PURCHASER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES TO RESELL SUCH SECURITIES ONLY IN ACCORDANCE WITH REGULATION S, PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE "SECURITIES ACT”"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE PURSUANT TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION; AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW AND, IF APPLICABLE, CANADIAN AGREES NOT TO ENGAGE IN HEDGING TRANSACTIONS WITH REGARD TO SUCH SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, UNLESS IN COMPLIANCE WITH THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” SECURITIES ACT." (ii) Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Diversinet Shares, Warrants Warrant or the Diversinet shares issuable upon conversion of the Warrants Shares so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.

Additional Transfer Restrictions. The Shareholders understand Each Stockholder further agrees, other than as contemplated in clause (i) of Section 2.8(a) hereof, not to make any Transfer of all or any portion of its Registrable Stock (or any right or interest therein) unless and agree that, in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to their purchase of the Diversinet Shares, Warrants and the Diversinet shares issuable upon conversion of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrantsuntil: (i) The following legend reflecting there is then in effect a registration statement under the Securities Act covering such proposed Transfer and such Transfer is made in accordance with such registration statement; or (ii) (a) such Transfer is made in accordance with Rule 144 under the Securities Act and Parent has received an opinion of counsel for such Stockholder (which opinion may rely on customary certifications as to factual matters), reasonably satisfactory to Parent, that such transfer is made in accordance with Rule 144 under the Securities Act; or (b) (i) such Transfer is to a transferee that has agreed in writing to be bound by these transfer restrictions; (ii) such Stockholder shall have notified Parent of the proposed Transfer; and (iii) if reasonably requested by Parent and the transferee is not an Affiliate, immediate family member, trust or estate of the Stockholder, such Stockholder shall have furnished Parent with an opinion of counsel for such Stockholder (which opinion may rely on customary certifications as to factual matters), reasonably satisfactory to Parent, that such Transfer does not require registration of the shares of Registrable Stock under the Securities Act. In connection with a Transfer pursuant to clause (b) of the immediately preceding sentence, the transferee of all applicable restrictions or any portion of the shares of Registrable Stock will be placed on any certificate(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants deemed a Stockholder hereunder and the Vendors must comply with the terms and conditions set forth in such legends prior to any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS a party hereto as soon as Parent receives (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW ANDwritten notice stating the name and address of the transferee and identifying the number of shares of Registrable Stock, IF APPLICABLEas applicable, CANADIAN SECURITIES LAWS OR transferred, (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIESa written agreement, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” in form and substance acceptable to Parent and the Stockholder Representative, from such transferee to Parent whereby such transferee agrees to be bound by the terms of this Agreement as a Stockholder and (iiC) Stop transfer instructions have been or will be placed on any certificates evidencing if required under clause (b)(iii) above, the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants so as opinion referred to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereoftherein.

Additional Transfer Restrictions. The Shareholders understand Investor understands and agree agrees that, in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to their its purchase of the Diversinet Shares, Warrants and the Diversinet shares issuable upon conversion of the Warrants Shares and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: (i) : The following legend reflecting all applicable restrictions will be placed on any certificate(s) or other document(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares and the Vendors Investor must comply with the terms and conditions set forth in such legends prior to any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY THE STOCKHOLDER WISHING TO TRANSFER SUCH SECURITIES PROVIDES AN EFFECTIVE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO COUNSEL FOR _________ [Insert name of counsel to investor] AND SUCH COUNSEL IS SATISFATORY TO THE COMPANY (THE "CORPORATION") STATING THAT THE PROPOSED TRANSFER OF THE CORPORATION'S SECURITIES IS EXEMPT FROM THE REGISTRATION STATEMENT PROVISIONS OF ALL APPLICABLE FEDERAL, STATE OR OTHER LAWS INCLUDING BUT NOT LIMITED TO APPLICABLE EXEMPTIONS UNDER SECTION 4(2) OF THE SECURITIES ACT AND REGISTERED ACT, REGULATION D OR QUALIFIED UNDER APPLICABLE STATE LAW AND, IF APPLICABLE, CANADIAN REGULATION S OF THE SECURITIES LAWS ACT; OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE SECURITIES HAVE BEEN REGISTERED PURSUANT TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” (ii) SERCURITIES ACT." Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants Shares so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.