Common use of Representations and Warranties of Consultant Clause in Contracts

Representations and Warranties of Consultant. Consultant represents and warrants to and agrees with GTC that: a. This Agreement has been duly authorized, executed and delivered by Consultant. This Agreement constitutes the valid, legal and binding obligation of Consultant, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable federal or state securities laws, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally. b. The consummation of the transactions contemplated hereby will not result in any breach of the terms or conditions of, or constitute a default under, any agreement or other instrument to which Consultant is a party, or violate any order, applicable to Consultant, of any court or federal or state regulatory body or administrative agency having jurisdiction over Consultant or over any of its property, and will not conflict with or violate the terms of Consultants' current employment. c. Consultant hereby acknowledges and agrees that the Shares shall initially be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144")), that the securities will include the following restrictive legend, and, except as otherwise set forth in this Agreement, that the securities cannot be sold for a period of one year from the date of issuance unless registered with the SEC and qualified by appropriate state securities regulators, or unless Consultant obtains written consent from GTC and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). The legend shall provide as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.) d. Consultant acknowledges that investment in the Shares involves substantial risks and is suitable only for persons of adequate financial means who can bear the economic risk of an investment in the Shares for an indefinite period of time. Consultant further represents that he / she: (1) has adequate means of providing for his /her current needs and possible contingencies, has no need for liquidity in its investment in the Shares, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, and, at the present time, can afford a complete loss of his / her investment; (2) has such knowledge and experience in financial, tax and business matters that he /she is capable of evaluating the merits and risks of an investment in the Shares; and (3) has been given the opportunity to ask questions of and to receive answers from persons acting on each of the Company's behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense. As a result, Consultant is cognizant of the financial condition and capitalization of GTC, has available full information concerning its affairs and has been able to evaluate the merits and risks of the investment in the Shares.

Representations and Warranties of Consultant. A. Consultant represents and warrants to DGDM that he is under no legal disability with respect to entering into, and agrees performing under, this Agreement. B. Consultant is acquiring the Consultant Stock (as defined in Exhibit “B”) for its own account for investment only and not with GTC that: a. This Agreement has been duly authorizeda view towards, executed and delivered by Consultant. This Agreement constitutes or for resale in connection with, the valid, legal and binding obligation of Consultant, enforceable in accordance with its termspublic sale or distribution thereof, except as rights pursuant to indemnity hereunder may be limited by applicable federal sales registered or state securities laws, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally. b. The consummation of the transactions contemplated hereby will not result in any breach of the terms or conditions of, or constitute a default under, any agreement or other instrument to which Consultant is a party, or violate any order, applicable to Consultant, of any court or federal or state regulatory body or administrative agency having jurisdiction over Consultant or over any of its property, and will not conflict with or violate the terms of Consultants' current employment. c. Consultant hereby acknowledges and agrees that the Shares shall initially be "restricted securities" (as such term is defined in Rule 144 promulgated exempted under the Securities Act of 1933, as amended ("the “1933 Act”). Consultant agrees not to sell, hypothecate or otherwise transfer the Consultant Stock (as defined in Exhibit “B”), unless such securities are registered under the federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to DGDM, an exemption from such law is available. C. Consultant understands that: (1) the shares of Consultant Stock (as defined in Exhibit “B”) have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) Consultant shall have delivered to DGDM an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (2) any sale of such securities made in reliance on Rule 144 under the 1933 Act (or a successor rule thereto) (“Rule 144"))”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the securities will include 0000 Xxx) may require compliance with some other exemption under the following restrictive legend, and, 1933 Act or the rules and regulations of the SEC thereunder; and (3) except as otherwise set forth in this Agreement, neither DGDM nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. There can be no assurance that there will be any market for the Consultant Stock (as defined in Exhibit “B”). D. Consultant understands that the securities cannot be sold for certificate(s) representing the Consultant Stock (as defined in Exhibit “B”) shall bear a period of one year from restrictive legend in substantially the date of issuance unless registered with the SEC and qualified by appropriate state securities regulators, or unless Consultant obtains written consent from GTC and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). The legend shall provide as followsfollowing form: THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE SECURITIES REPRESENTED EXEMPTION FROM REGISTRATION AFFORDED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER SECTION 4(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATEAMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED WITHOUT AN OPINION OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, COUNSEL SATISFACTORY TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING CORPORATION TO THE DISPOSITION OF SECURITIESEFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.) d. E. Consultant acknowledges that investment has received and read in their entirety: (1) this Agreement and each representation, warranty and covenant set forth herein; and (2) all due diligence and other information, including the Shares involves substantial risks SEC Filings, necessary to verify the accuracy and is suitable only for persons completeness of adequate financial means who can bear the economic risk of such representations, warranties and covenants; Consultant has received answers to all questions regarding an investment in DGEM; and Consultant has relied on the Shares information contained therein and have not been furnished any other documents, literature, memorandum or prospectus. F. Consultant is not relying on any statements or representations of DGDM or any of its agents for an indefinite period of time. Consultant further represents that he / she: (1) has adequate means of providing for his /her current needs and possible contingencies, has no need for liquidity in its investment in the Shares, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, and, at the present time, can afford a complete loss of his / her investment; (2) has such knowledge and experience in financiallegal, tax and business matters that he /she is capable or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of evaluating the merits and risks of an investment in the Shares; and (3) has been given the opportunity to ask questions of and to receive answers from persons acting on each of the Company's behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense. As a result, Consultant is cognizant of the financial condition and capitalization of GTC, has available full information concerning its affairs and has been able to evaluate the merits and risks of the investment in the Sharesjurisdiction.

Representations and Warranties of Consultant. Consultant represents and warrants to and agrees with GTC GONT that: a. This Agreement has been duly authorized, executed and delivered by Consultant. This Agreement constitutes the valid, legal and binding obligation of Consultant, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable federal or state securities laws, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally. b. The consummation of the transactions contemplated hereby will not result in any breach of the terms or conditions of, or constitute a default under, any agreement or other instrument to which Consultant is a party, or violate any order, applicable to Consultant, of any court or federal or state regulatory body or administrative agency having jurisdiction over Consultant or over any of its property, and will not conflict with or violate the terms of Consultants' 's current employment. c. The parties hereto acknowledge and agree that GONT shall have the right to refuse any course of action proposed by Consultant hereby and to refuse any customer or sale identified by Consultant or any other source. d. Consultant acknowledges and agrees that that, prior to the filing by the Company of a Form S-8, the GONT Shares shall initially will be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144")), that the securities shares will include the following contain a restrictive legend, and, except as otherwise set forth in this Agreement, that the securities shares cannot be sold for a period of one year from the date of issuance unless registered with the SEC and qualified by appropriate state securities regulators, or unless Consultant obtains written consent from GTC the Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). The legend shall provide as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.) d. Consultant acknowledges that investment in the Shares involves substantial risks and is suitable only for persons of adequate financial means who can bear the economic risk of an investment in the Shares for an indefinite period of time. Consultant further represents that he / she: (1) has adequate means of providing for his /her current needs and possible contingencies, has no need for liquidity in its investment in the Shares, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, and, at the present time, can afford a complete loss of his / her investment; (2) has such knowledge and experience in financial, tax and business matters that he /she is capable of evaluating the merits and risks of an investment in the Shares; and (3) has been given the opportunity to ask questions of and to receive answers from persons acting on each of the Company's behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense. As a result, Consultant is cognizant of the financial condition and capitalization of GTC, has available full information concerning its affairs and has been able to evaluate the merits and risks of the investment in the Shares.

Representations and Warranties of Consultant. Consultant represents and warrants to the Company, and agrees covenants with GTC thatCompany, as follows: a. This (a) Consultant is duly and validly organized and is validly existing and in good standing under the laws of the State of New Jersey, and is duly qualified to conduct business in each jurisdiction in which it engages in business; (b) Consultant has all requisite power and authority, and all necessary authorizations, approvals, licenses and orders required to enter into this Agreement has been duly authorizedand to be bound by the terms thereof; (c) There are no pending suits, executed and delivered by Consultant. This Agreement constitutes actions, investigations or proceedings of any kind, or current judgments, which might, individually or in the validaggregate, legal and binding obligation of materially affect Consultant, enforceable in accordance its financial status or ability to carry on the business contemplated hereunder; (d) Consultant shall comply with its terms, except as rights to indemnity hereunder may be limited by all applicable provisions of the United States federal or and state securities lawslaws and all rules and regulations thereunder, and except the securities laws and rules of all applicable Canadian securities regulatory authorities and the Toronto Stock Exchange and Canadian National Stock Exchange applicable to it in connection with the provision of the Services under this Agreement; (e) In providing the Services hereunder Consultant shall: (i) refrain from making or giving representations as to the Company’s status, projects or prospects not substantiated by the information and data provided and disclosed to the Consultant by the Company or otherwise made available to the public by the Company; (ii) refrain from making any untrue statement of a material fact or from omitting to state any material fact necessary in order to make a statement made by the Consultant not misleading in light of the circumstances in which such statement was made; (iii) refrain from disclosing or utilizing in the carrying out of its responsibilities hereunder any information provided to it upon a confidential basis; provided, however, that such confidential information is clearly marked as such enforceability may at the time of disclosure or is accompanied by a statement that it is confidential (confidential information that is disclosed orally shall be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generallyidentified as confidential at the time of disclosure and then summarized in writing; such summary shall be marked as confidential and provided to the Consultant within seven days after the oral disclosure). b. The consummation (iv) act always in full compliance with the policies of the transactions contemplated hereby will not result in Toronto Stock Exchange and the Canadian National Stock Exchange; (v) refrain from releasing, distributing or disseminating any breach statements or materials regarding the Company, its properties, projects and prospects unless: (A) such statements or materials, and the information and data contained therein, have been authorized for release, distribution or dissemination by the Company’s President and/or Chief Executive Officer or its Chairman of the terms Board of Directors; or (B) if such statements or conditions ofmaterials contain geological information or data, such statements or materials have been submitted for the review and approval of a geologist or geoscientist being a Director or Officer of the Company and such geologist or geoscientist has authorized the release, distribution or dissemination of such statements or materials; (vi) submit, entirely, to the supervisory authority of the Company’s President and/or C.E.O. and comply, fully, with all directives of the President and/or C.E.O. and work directly with the Company’s VP Corporate Communications. (vii) always conduct itself, in providing the Services, in a proper and businesslike manner; (f) The Consultant shall immediately notify the Company upon learning of any fact or the occurrence of any event, which would render any representation hereunder untrue or constitute a default under, any agreement or other instrument to which Consultant is a party, or violate any order, applicable to Consultant, violation of any court warranty or federal or state regulatory body or administrative agency having jurisdiction over Consultant or over any of its property, and will not conflict with or violate the terms of Consultants' current employmentcovenant hereunder. c. Consultant hereby acknowledges and agrees that the Shares shall initially be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144")), that the securities will include the following restrictive legend, and, except as otherwise set forth in this Agreement, that the securities cannot be sold for a period of one year from the date of issuance unless registered with the SEC and qualified by appropriate state securities regulators, or unless Consultant obtains written consent from GTC and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). The legend shall provide as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.) d. Consultant acknowledges that investment in the Shares involves substantial risks and is suitable only for persons of adequate financial means who can bear the economic risk of an investment in the Shares for an indefinite period of time. Consultant further represents that he / she: (1) has adequate means of providing for his /her current needs and possible contingencies, has no need for liquidity in its investment in the Shares, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, and, at the present time, can afford a complete loss of his / her investment; (2) has such knowledge and experience in financial, tax and business matters that he /she is capable of evaluating the merits and risks of an investment in the Shares; and (3) has been given the opportunity to ask questions of and to receive answers from persons acting on each of the Company's behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense. As a result, Consultant is cognizant of the financial condition and capitalization of GTC, has available full information concerning its affairs and has been able to evaluate the merits and risks of the investment in the Shares.

Representations and Warranties of Consultant. Consultant represents Consultant, as an -------------------------------------------- inducement to the Nation and the Tribal Corporation to enter into this Agreement, hereby represents, warrants to and agrees with GTC covenants that: a. This Agreement has 7.1 Consultant is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is licensed, or prior to the Commencement Date, shall be licensed, to conduct business in the State of Washington, as contemplated herein. 7.2 Prior to rendering any services hereunder Consultant and any current Affiliate, officer, director, employee or others connected therewith, as may be required by Applicable Law, shall have applied for and been granted a license or other permission as may be required from the Tribal Gaming Commission, the Washington State Gambling Commission, and any other governmental agency required by Applicable Law, in order to provide the services contemplated herein or in any other Transaction Document. Consultant agrees to promptly apply for such licenses and permissions as soon as possible following the Execution Date of this Agreement, shall cooperate fully with and expeditiously to all requests of any such agency to provide any information required to approve such licensing or other approval. All fees connected with such licensing and approval under this or any other Transactional Document shall be the sole responsibility of Consultant and shall not be subject to repayment or reimbursement. Consultant warrants and represents that it knows of no information that would reasonably be expected to prevent it from obtaining such licenses or approvals. The failure to obtain such licenses or approvals within a reasonable period of time shall be cause, at Consultant's or Tribal Corporation's discretion, to terminate the Transaction Documents, including but not limited to this Consulting Agreement, and shall relieve Tribal Corporation of any obligations, if any, to Consultant under such documents, except as otherwise provided therein. 7.3 The execution, delivery and performance of the Transaction Documents have been duly authorized, executed authorized by Consultant and delivered by Consultant. This Agreement constitutes the valid, legal such documents are valid and binding obligation obligations of Consultant, enforceable Consultant in accordance with its termsthe terms thereof, except as rights to indemnity hereunder may be limited by applicable federal or state securities laws, and except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization insolvency or similar laws affecting creditor's rights generallylaws. b. The consummation 7.4 To the extent relevant under Applicable Law, and to the best of Consultant's knowledge, neither Consultant nor any current Affiliate, officer, director or present key employee thereof has ever had an application for a gaming license rejected, or because of its or their own background caused the application for a gaming license for another to be rejected, nor has any gaming- related license which has been issued to any of such entities or persons ever been suspended or revoked. 7.5 To the extent relevant under Applicable Law, and to the best of Consultant's knowledge, neither Consultant nor any current Affiliate, officer, director, agent, representative or present key employee thereof has ever been convicted of a felony or a gaming-related misdemeanor. 7.6 Any information Consultant receives, whether directly or through an agent, employee, or representative, or through any consultant or other contractor it may retain which concerns the financial, marketing or other affairs of the transactions contemplated hereby will Nation, the Tribal Corporation or the Enterprise which are not result in any breach of available to the terms or conditions ofgeneral public, or constitute a default under, any agreement or other instrument to which Consultant is a party, or violate any order, applicable to Consultant, of any court or federal or state regulatory body or administrative agency having jurisdiction over Consultant or over any of its propertyshall be treated as the Nation's and/or the Tribal Corporation's trade secrets, and will shall be kept by Consultant in full confidence and not conflict with disclosed to any other person, firm or violate organization without the terms of Consultants' current employmentNation's or the Tribal Corporation's written consent. c. Consultant hereby acknowledges and agrees that the Shares shall initially be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144")), that the securities will include the following restrictive legend, and, except as otherwise set forth in this Agreement, that the securities cannot be sold for a period of one year from the date of issuance unless registered with the SEC and qualified by appropriate state securities regulators, or unless Consultant obtains written consent from GTC and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). The legend shall provide as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.) d. Consultant acknowledges that investment in the Shares involves substantial risks and is suitable only for persons of adequate financial means who can bear the economic risk of an investment in the Shares for an indefinite period of time. Consultant further represents that he / she: (1) has adequate means of providing for his /her current needs and possible contingencies, has no need for liquidity in its investment in the Shares, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, and, at the present time, can afford a complete loss of his / her investment; (2) has such knowledge and experience in financial, tax and business matters that he /she is capable of evaluating the merits and risks of an investment in the Shares; and (3) has been given the opportunity to ask questions of and to receive answers from persons acting on each of the Company's behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense. As a result, Consultant is cognizant of the financial condition and capitalization of GTC, has available full information concerning its affairs and has been able to evaluate the merits and risks of the investment in the Shares.

Representations and Warranties of Consultant. X. Xxxxx and Xxxxxxx, and each of them, represent and warrant to Black Bird and Parent that they are under no legal disability with respect to entering into, and performing under, this Agreement. X. Xxxxx and Kaitlin, and each of them, are acquiring the Consultant represents Stock (as defined in Exhibit “B”) for their own accounts for investment only and warrants to and agrees not with GTC that: a. This Agreement has been duly authorizeda view towards, executed and delivered by Consultant. This Agreement constitutes or for resale in connection with, the valid, legal and binding obligation of Consultant, enforceable in accordance with its termspublic sale or distribution thereof, except as rights pursuant to indemnity hereunder may be limited by applicable federal sales registered or state securities laws, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally. b. The consummation of the transactions contemplated hereby will not result in any breach of the terms or conditions of, or constitute a default under, any agreement or other instrument to which Consultant is a party, or violate any order, applicable to Consultant, of any court or federal or state regulatory body or administrative agency having jurisdiction over Consultant or over any of its property, and will not conflict with or violate the terms of Consultants' current employment. c. Consultant hereby acknowledges and agrees that the Shares shall initially be "restricted securities" (as such term is defined in Rule 144 promulgated exempted under the Securities Act of 1933, as amended ("the “1933 Act”). Dylan and Kaitlin, and each of them, agree not to sell, hypothecate or otherwise transfer the Consultant Stock (as defined in Exhibit “B”), unless such securities are registered under the federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to Parent, an exemption from such law is available. X. Xxxxx and Xxxxxxx, and each of them, understand that: (1) the shares of Consultant Stock (as defined in Exhibit “B”) have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) Dylan and Kaitlin, and each of them, shall have delivered to Parent an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (2) any sale of such securities made in reliance on Rule 144 under the 1933 Act (or a successor rule thereto) (“Rule 144"))”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the securities will include 0000 Xxx) may require compliance with some other exemption under the following restrictive legend, and, 1933 Act or the rules and regulations of the SEC thereunder; and (3) except as otherwise set forth in this Agreement, neither Parent nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. There can be no assurance that there will be any market for the Consultant Stock (as defined in Exhibit “B”). X. Xxxxx and Xxxxxxx, and each of them, understand that the securities cannot be sold for certificates representing the Consultant Stock (as defined in Exhibit “B”) shall bear a period of one year from restrictive legend in substantially the date of issuance unless registered with the SEC and qualified by appropriate state securities regulators, or unless Consultant obtains written consent from GTC and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). The legend shall provide as followsfollowing form: THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE SECURITIES REPRESENTED EXEMPTION FROM REGISTRATION AFFORDED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER SECTION 4(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATEAMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED WITHOUT AN OPINION OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, COUNSEL SATISFACTORY TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING CORPORATION TO THE DISPOSITION OF SECURITIESEFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.) d. Consultant acknowledges that investment X. Xxxxx and Kaitlin, and each of them, have received and read in their entirety: (1) this Agreement and each representation, warranty and covenant set forth herein; and (2) all due diligence and other information, including the Shares involves substantial risks SEC Filing, necessary to verify the accuracy and is suitable only for persons completeness of adequate financial means who can bear the economic risk such representations, warranties and covenants; Dylan and Kaitlin, and each of them, have received answers to all questions regarding an investment in Parent; and Dylan and Kaitlin, and each of them, have relied on the Shares information contained therein and have not been furnished any other documents, literature, memorandum or prospectus. X. Xxxxx and Xxxxxxx, and each of them, are not relying on any statements or representations of Black Bird, Parent or any of their respective agents for an indefinite period of time. Consultant further represents that he / she: (1) has adequate means of providing for his /her current needs and possible contingencies, has no need for liquidity in its investment in the Shares, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, and, at the present time, can afford a complete loss of his / her investment; (2) has such knowledge and experience in financiallegal, tax and business matters that he /she is capable or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of evaluating the merits and risks of an investment in the Shares; and (3) has been given the opportunity to ask questions of and to receive answers from persons acting on each of the Company's behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense. As a result, Consultant is cognizant of the financial condition and capitalization of GTC, has available full information concerning its affairs and has been able to evaluate the merits and risks of the investment in the Sharesjurisdiction.