Common use of No registration and sales under Regulation S Clause in Contracts

No registration and sales under Regulation S. if the Subscriber is not a resident of the United States: (i) the Subscriber acknowledges that the Securities have not been registered under the U.S. Act; (ii) the Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Act; (iii) the Subscriber understands that any certificate representing the Securities may bear a legend setting forth the foregoing restrictions; and (iv) the Subscriber understands that the Securities are restricted within the meaning of "Rule 144" promulgated under the U.S. Act; that 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 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 that any sale of the Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions;

No registration and sales under Regulation S. if the Subscriber is not a resident of the United States: (i) the The Subscriber acknowledges that the Securities Shares have not been registered under the U.S. Act; (ii) Act and the Company has no obligation or present intention of filing a registration statement under the U.S. Act in respect of the Securities. The Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Act; (iii) the . The Subscriber understands that any certificate representing the Securities may will bear a legend setting forth the foregoing restrictions; and (iv) the . The Subscriber understands that the Securities are restricted within the meaning of "“Rule 144" ” promulgated under the U.S. Act; that 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 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 that any sale of the Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions;

No registration and sales under Regulation S. if the Subscriber is not a resident of the United States: (i) the Subscriber acknowledges that the Securities have not been registered under the U.S. Act; (ii) the Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Act; (iii) the Subscriber understands that any certificate representing the Securities may bear a legend setting forth the foregoing restrictions; and (iv) the Subscriber understands that the Securities are restricted within the meaning of "“Rule 144" ” promulgated under the U.S. Act; that 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 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 that any sale of the Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions;

No registration and sales under Regulation S. if the Subscriber is not a resident of the United States: (i) the Subscriber acknowledges that the Securities Shares have not been registered under the U.S. Act; (ii) the Subscriber agrees to resell the Securities Shares only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the Securities Shares may not be conducted unless in compliance with the U.S. Act; (iii) the Subscriber understands that any certificate representing the Securities Shares may bear a legend setting forth the foregoing restrictions; and (iv) the Subscriber understands that the Securities Shares are restricted within the meaning of "Rule 144" promulgated under the U.S. Act; that 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 Securities 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 that any sale of the Securities Shares may be made by the Subscriber only in limited amounts in accordance with such terms and conditions;

No registration and sales under Regulation S. if the Subscriber is not a resident of the United States: (i) the Subscriber Investor acknowledges that the Securities shares of Common Stock have not been registered under the U.S. Act; (ii) Act and the Subscriber Corporation has no obligation or present intention of filing a registration statement under the U.S. Act in respect of the shares of Common Stock. The Investor agrees to resell the Securities shares of Common Stock only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the Securities shares of Common Stock may not be conducted unless in compliance with the U.S. Act; (iii) the Subscriber . The Investor understands that any certificate representing the Securities may shares of Common Stock will bear a legend setting forth the foregoing restrictions; and (iv) the Subscriber . The Investor understands that the Securities shares of Common Stock are restricted within the meaning of "Rule RULE 144" promulgated under the U.S. Act; that 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 Securities shares of Common Stock by the SubscriberInvestor, and even then will not be available unless (i) a public trading market then exists for the common stock of the CompanyCorporation, (ii) adequate information concerning the Company Corporation is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the Securities shares of Common Stock may be made by the Subscriber Investor only in limited amounts in accordance with such terms and conditions;

No registration and sales under Regulation S. if the Subscriber is not a resident of the United States: (i) , the Subscriber acknowledges that the Securities have not been registered under the U.S. Act; (ii) Act and the Company has no obligation or present intention of filing a registration statement under the U.S. Act in respect of any of the Securities. The Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Act; (iii) the . The Subscriber understands that any certificate representing the Securities may bear a legend setting forth the foregoing restrictions; and (iv) the . The Subscriber understands that the Securities are restricted within the meaning of "Rule 144" promulgated under the U.S. Act; that 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 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 that any sale of the Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions;

No registration and sales under Regulation S. if the Subscriber is not a resident of the United States: (i) the Subscriber acknowledges that the Securities have not been registered under the U.S. Act; (ii) the Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Act; (iii) the Subscriber understands that any certificate representing the Securities may bear a legend setting forth the foregoing restrictions; and (iv) the Subscriber understands that the Securities are restricted within the meaning of "“Rule 144" ” promulgated under the U.S. Act; that 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 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 that any sale of the Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions;; -- $0.35 Unit Private Placement Subscription Agreement -- -- Omnicity Corp. --

No registration and sales under Regulation S. if the Subscriber is not a resident of the United States: (i) the The Subscriber acknowledges that the Securities Units have not been registered under the U.S. Act; (ii) Act and the Company has no obligation or present intention of filing a registration statement under the U.S. Act in respect of the Securities. The Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Act; (iii) the . The Subscriber understands that any certificate representing the Securities may will bear a legend setting forth the foregoing restrictions; and (iv) the . The Subscriber understands that the Securities are restricted within the meaning of "“Rule 144" ” promulgated under the U.S. Act; that 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 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 that any sale of the Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions;