Common use of Disposition under Rule 144 Clause in Contracts

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "Registration Statement" under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's own counsel to the effect that such disposition will not require registration of any such Shares under the U.S. Act and (iii) such opinion of the Subscriber's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "“Registration Statement" ” under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's ’s own counsel to the effect that such disposition will not require registration of any such Shares under the U.S. Act and (iii) such opinion of the Subscriber's ’s counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares Securities by the Subscriber, and even then will not be available unless unless: (i) a public trading market then exists for the common stock of the Company, ; and (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "Registration Statement" under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's own counsel to the effect that such disposition will not require registration of any such Shares Securities under the U.S. Act and (iii) such opinion of the Subscriber's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares Securities by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iiiii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "“Registration Statement" ” under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's ’s own counsel to the effect that such disposition will not require registration of any such Shares Securities under the U.S. Act and (iii) such opinion of the Subscriber's ’s counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares Securities by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "Registration Statement" under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's own counsel to the effect that such disposition will not require registration of any such Shares Securities under the U.S. Act and (iii) such opinion of the Subscriber's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year six months from the date of purchase and payment of the Shares Securities by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iiiii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "“Registration Statement" ” under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's ’s own counsel to the effect that such disposition will not require registration of any such Shares Securities under the U.S. Act and (iii) such opinion of the Subscriber's ’s counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares by the Subscriber, and even then will not be available unless unless: (i) a public trading market then exists for the common stock of the Company, ; and (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "“Registration Statement" ” under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's ’s own counsel to the effect that such disposition will not require registration of any such Shares under the U.S. Act and (iii) such opinion of the Subscriber's ’s counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) : the Shares are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) ; the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) and any sale of the Shares may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares which the Subscriber is acquiring hereunder unless and until: (a) : there is then in effect a "Registration Statement" under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's own counsel to the effect that such disposition will not require registration of any such Shares under the U.S. Act and (iii) such opinion of the Subscriber's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares are Securitiesare restricted securities within the meaning themeaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 Rule144 will not be available in any event for at least one year six months from the date of purchase ofpurchase and payment of the Shares by Securitiesby the Subscriber, and even then will not be notbe available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available thenavailable to the public and (iiiii) other terms and conditions of Rule 144 are complied arecomplied with; and (c) any sale of the Shares Securities may be made by the Subscriber only in limited amounts limitedamounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) there is thereis then in effect a "“Registration Statement" ” under the U.S. Act covering such coveringsuch proposed disposition and such disposition is made in accordance with said Registration saidRegistration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall andshall have furnished the Company with a detailed statement of the circumstances surrounding circumstancessurrounding the proposed disposition, (ii) the Subscriber shall have furnished the furnishedthe Company with an opinion of the Subscriber's ’s own counsel to the effect that such thatsuch disposition will not require registration of any such Shares under Securitiesunder the U.S. Act and (iii) such opinion of opinionof the Subscriber's ’s counsel shall have been concurred in by counsel for the Company theCompany and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year six months from the date of purchase and payment of the Shares Securities by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iiiii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "“Registration Statement" ” under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's ’s own counsel to the effect that such disposition will not require registration of any such Shares Securities under the U.S. Act and (iii) such opinion of the Subscriber's ’s counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.. -- $0.15 Unit Private Placement Subscription Agreement -- -- Zoro Mining Corp. --

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares Securities by the Subscriber, and even then will not be available unless unless: (i) a public trading market then exists for the common stock of the Company, ; and (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "Registration Statement" Statement under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's own counsel to the effect that such disposition will not require registration of any such Shares Securities under the U.S. Act and (iii) such opinion of the Subscriber's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if : the Subscriber is a resident of the United States: (a) the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) ; the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares Securities by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) and any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) : there is then in effect a "Registration Statement" under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's own counsel to the effect that such disposition will not require registration of any such Shares Securities under the U.S. Act and (iii) such opinion of the Subscriber's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares by the Subscriber, and even then will not be available unless unless: (i) a public trading market then exists for the common stock of the Company, ; and (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "Registration Statement" under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's own counsel to the effect that such disposition will not require registration of any such Shares under the U.S. Act and (iii) such opinion of the Subscriber's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States:: -- $0.35 Unit Private Placement Subscription Agreement -- -- Omnicity Corp. -- (a) the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares Securities by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iiiii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "“Registration Statement" ” under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's ’s own counsel to the effect that such disposition will not require registration of any such Shares Securities under the U.S. Act and (iii) such opinion of the Subscriber's ’s counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States: (a) the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act; (b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares Securities by the Subscriber, and even then will not be available unless unless: (i) a public trading market then exists for the common stock of the Company, ; and (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and (c) any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares Securities which the Subscriber is acquiring hereunder unless and until: (a) there is then in effect a "“Registration Statement" ” under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's ’s own counsel to the effect that such disposition will not require registration of any such Shares Securities under the U.S. Act and (iii) such opinion of the Subscriber's ’s counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.