Common use of Adherence with Applicable Securities Laws Clause in Contracts

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he or it, as the case may be, is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers The Seller agrees that he it is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge Seller acknowledges that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he he, she or it is acquiring the Acquisition IDGSC Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition IDGSC Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaserthe Buyer; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition IDGSC Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser Buyer an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserBuyer. The Sellers acknowledge that the certificates representing the Acquisition IDGSC Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.

Adherence with Applicable Securities Laws. Each of the Sellers Fin Shareholders agrees that he he, she or it is acquiring the Acquisition IDGS Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition IDGS Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") directly or indirectly unless: (a) the sale is to Purchaserthe IDGS; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition IDGS Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor Fin Shareholder has furnished to Purchaser IDGS an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserIDGS. The Sellers Fin Shareholders acknowledge that the certificates representing the Acquisition IDGS Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers The Company agrees that he it is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him it (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to PurchaserCornerWorld; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser the Company an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaserthe Company. The Sellers Shareholders acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.

Adherence with Applicable Securities Laws. Each of the Sellers Members agrees that he is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") directly or indirectly unless: (ai) the sale is to PurchaserIssuer; (bii) the sale is made pursuant to the exemption from registration under the Securities ActAct of 1933, as amended,, provided by Rule 144 thereunder; or (ciii) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act of 1933, as amended, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser Issuer an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserIssuer. The Sellers Members acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers Wealth Generators Members agrees that he he, she or it is acquiring the Acquisition INVU Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition INVU Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") directly or indirectly unless: (a) the sale is to PurchaserINVU; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition INVU Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor Wealth Generators Member has furnished to Purchaser INVU an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserINVU. The Sellers Wealth Generators Members acknowledge that the certificates representing the Acquisition INVU Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees The Seller agree that he is acquiring the Acquisition Shares Securities for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares Securities issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares Securities are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge Seller acknowledges that the certificates representing the Acquisition Shares Securities shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THESE SECURITIES HAVE NOT BEEN REGISTEREDUNDER THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOTBE SOLD, AS AMENDEDOFFERED FOR SALE, IN RESPECT PLEDGED,HYPOTHECATED OR OTHERWISE TRANSFERRED INTHE ABSENCE OF A REGISTRATION STATEMENT WITHRESPECT TO THE SECURITIES UNDER SUCH ACT ANDTHE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he he, she or it is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has Sellers have furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees The Sequiam --------------------------------------------- Shareholders agree that he is they are acquiring the Acquisition Exchange Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Exchange Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") directly or indirectly unless: (a) the sale is to PurchaserWedge Net; (b) the sale is made pursuant to the exemption from registration under the Securities Act, Act (United States) provided by Rule 144 thereunder; or (c) the Acquisition Exchange Shares are sold in a transaction that does not require registration under the Securities Act (United States) or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor such shareholder has furnished to Purchaser Wedge Net an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserWedge Net. The Sellers Sequiam Shareholders acknowledge that the certificates representing the Acquisition Exchange Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.

Adherence with Applicable Securities Laws. Each of the Sellers Piper Shareholders agrees that he the Piper Shareholder is acquiring the Acquisition Contribution Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Contribution Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Contribution Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers Piper Shareholders acknowledge that the certificates representing the Acquisition Contribution Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.