Common use of Restricted Securities; Transfer Restrictions Clause in Contracts

Restricted Securities; Transfer Restrictions. (a) Such Investor affirms that it has been advised and understands that (i) none of the Securities have been registered under the Securities Act or registered or qualified under the securities Laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such Laws, (ii) such Investor may not Transfer the Securities unless they are subsequently registered and qualified under such Laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available, (iii) if an exemption from registration or qualification is available, it may be conditioned on various legal, procedural and other requirements which are outside of the Investor’s control and which the Company has no obligation and may not be able to satisfy, and (iv) such Investor is familiar with Rule 144 and Rule 144A as presently in effect and recognizes that in the future the Company may not satisfy the requirements which would permit it to sell the Securities pursuant to Rule 144 or Rule 144A promulgated under the Securities Act. (b) Such Investor understands and acknowledges that only the Company can register the Securities under applicable securities Laws, and that the Company has no obligation to register or qualify the Securities under the Securities Act or the securities Laws of any other jurisdiction except as set forth in the Registration Rights Agreement.

Restricted Securities; Transfer Restrictions. (a) Such Investor Seller affirms that it has been advised and understands that (i) none of the Securities have been registered under the Securities Act or registered or qualified under the securities Laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such Laws, (ii) such Investor Seller may not Transfer the Securities unless they are subsequently registered and qualified under such Laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available, (iii) if an exemption from registration or qualification is available, it may be conditioned on various legal, procedural and other requirements which are outside of the InvestorFOMO WORLDWIDE, INC.’s control and which the Company has no obligation and may not be able to satisfy, and (iv) such Investor Seller is familiar with Rule 144 and Rule 144A as presently in effect and recognizes that in the future the Company may not satisfy the requirements which would permit it to sell the Securities pursuant to Rule 144 or Rule 144A promulgated under the Securities Act. (b) Such Investor Seller understands and acknowledges that only the Company can register the Securities under applicable securities Laws, and that the Company has no obligation to register or qualify the Securities under the Securities Act or the securities Laws of any other jurisdiction except as set forth in the Registration Rights Agreement.