Common use of Non-Distributive Intent Clause in Contracts

Non-Distributive Intent. Each of the Shareholders and Option Holders covenants and warrants that the shares/options received are acquired for his/her own account and not with the present view towards the distribution thereof and he/she will not dispose of such shares/options except (i) pursuant to an effective registration statement under the 1933 Act, or (ii) in any other transaction which, in the opinion of counsel acceptable to the issuer, is exempt from registration under the 1933 Act, or the rules and regulations of the SEC thereunder. In order to effectuate the covenants of this subsection 7.2, an appropriate legend will be placed upon each of the certificates of common stock of issued pursuant to this Agreement, and upon exercise of any option, and stop transfer instructions shall be placed with the transfer agent for the securities. Each Shareholder and/or Option Holder understands that each certificate for TUGBOAT Shares issued to the Shareholder or Option Holder, upon exercise of any option, or to any subsequent transferee, shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 7 and that TUGBOAT shall refuse to transfer the TUGBOAT Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Shareholders and Option Holders acknowledge they have respectively had an opportunity to receive and review TUGBOAT's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002 and the subsequently filed Quarterly Reports on Form 10-QSB (collectively, the "SEC Reports") through and including the date of this Agreement. The Shareholders and Option Holders further respectively acknowledge that TUGBOAT has given to the Shareholders and Option Holders, and their respective counsel, accountants and other advisors, agents, consultants and representatives, if any, full access to all of the properties, books, contracts, commitments and records of TUGBOAT and has furnished or will furnish all such information concerning TUGBOAT (including its operations, financial condition and business plan) as the Shareholders or Option Holders have requested or may request.

Non-Distributive Intent. Each of the Shareholders and Option Holders covenants and warrants that the shares/options shares received are acquired for his/her own account and not with the present view towards the distribution thereof and he/she will not dispose of such shares/options shares except (i) pursuant to an effective registration statement under the 1933 Act, or (ii) in any other transaction which, in the opinion of counsel acceptable to the issuer, is exempt from registration under the 1933 Act, or the rules and regulations of the SEC thereunder. In order to effectuate the covenants of this subsection 7.2, an appropriate legend will be placed upon each of the certificates of common stock of issued pursuant to this Agreement, and upon exercise of any option, and stop transfer instructions shall be placed with the transfer agent for the securities. Each Shareholder and/or Option Holder understands that each certificate for TUGBOAT CCI Shares issued to the Shareholder or Option Holder, upon exercise of any optionShareholder, or to any subsequent transferee, shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 7 and that TUGBOAT CCI shall refuse to transfer the TUGBOAT CCI Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Shareholders and Option Holders acknowledge they have respectively had an opportunity to receive and review TUGBOATCCI's Annual Quarterly Report on Form 10-KSB QSB for the fiscal year period ended December 31September 30, 2002 and the subsequently filed Quarterly Reports on Form 10-QSB 2004 (collectively, the "SEC ReportsReport") through and including the date of this Agreement, and the financial books and records of CAN. The Shareholders and Option Holders further respectively acknowledge that TUGBOAT CCI has given to the Shareholders and Option HoldersShareholders, and their respective counsel, accountants and other advisors, agents, consultants and representatives, if any, full access to all of the properties, books, contracts, commitments and records of TUGBOAT CCI and has furnished or will furnish all such information concerning TUGBOAT CCI (including its operations, financial condition and business plan) as the Shareholders or Option Holders have requested or may request.

Non-Distributive Intent. Each of the Shareholders and Option Holders covenants and warrants that the shares/options received are acquired for his/her own account and not with the present view towards the distribution thereof and he/she will not dispose of such shares/options except (i) pursuant to an effective registration statement under the 1933 Act, or (ii) in any other transaction which, in the opinion of counsel acceptable to the issuer, is exempt from registration under the 1933 Act, or the rules and regulations of the SEC thereunder. In order to effectuate the covenants of this subsection 7.2these covenants, an appropriate legend will be placed upon each of the certificates of common stock of issued pursuant to this Agreement, and upon shares issued on the exercise of any option, and stop transfer instructions shall be placed with the transfer agent for the securities. Each Shareholder and/or Option Holder understands that each certificate for TUGBOAT CCI Shares issued to the Shareholder or Option Holder, upon exercise of any option, or to any subsequent transferee, transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 7 herein and that TUGBOAT CCI shall refuse to transfer the TUGBOAT CCI Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER'S ISSUER"S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. The Shareholders and Option Holders acknowledge they have respectively had an opportunity to receive and review TUGBOATCCI's Annual Quarterly Report on Form 10-KSB QSB for the fiscal year Period ended December 31September 30, 2002 and the subsequently filed Quarterly Reports on Form 10-QSB 2004 (collectively, the "SEC ReportsReport") through and including the date of this Agreement, and the financial books and records of CAN. The Shareholders and Option Holders further respectively acknowledge that TUGBOAT CCI has given to the Shareholders and Option HoldersShareholders, and their respective counsel, accountants and other advisors, agents, consultants and representatives, if any, full access to all of the properties, books, contracts, commitments and records of TUGBOAT CCI and has furnished or will furnish all such information concerning TUGBOAT CCI (including its operations, financial condition and business plan) as the Shareholders or Option Holders have requested or may request.