Common use of Restriction on Resale Clause in Contracts

Restriction on Resale. The ARCS Common Shares to be issued by ARCS to the Equity Holders or to the Guarantors hereunder will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCS, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Common Exchange Shares to be issued by ARCS SOSV to the Equity Holders or to Vantone Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS SOSV receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSSOSV, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Vantone Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION SENIOR OPTICIAN SERVICE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION SENIOR OPTICIAN SERVICE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS CRSI Common Shares to be issued by ARCS CRSI to the Equity Holders or to the Guarantors EXCHANGING SHAREHOLDERS hereunder will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS CRSI receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSCRSI, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders EXCHANGING SHAREHOLDERS pursuant to this Agreement and to Warner shall contain a legend substantially as follows: “"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION CRSI GROUP. INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION CRSI GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restriction on Resale. The ARCS Common Exchange Shares to be issued by ARCS APRB to the Equity Holders or to Advanced Swine Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS APRB receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSAPRB, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Advanced Swine Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION APOGEE ROBOTICS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION APOGEE ROBOTICS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Nevada Corp. Common Shares to be issued by ARCS Nevada Corp. to the Equity Holders or to designees of the Guarantors BVI Shareholders hereunder at the Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Nevada Corp. receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSNevada Corp., that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders BVI Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION SMOOTH GLOBAL (CHINA) HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION SMOOTH GLOBAL (CHINA) HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Maui Common Shares to be issued by ARCS Maui to the Equity Holders or to RDX Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Maui receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSMaui, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders RDX Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION MAUI GENERAL STORE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION MAUI GENERAL STORE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Common Exchange Shares to be issued by ARCS Sabre Industrial to the Equity Holders or to Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Sabre Industrial receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSSabre Industrial, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION SABRE INDUSTRIAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION SABRE INDUSTRIAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Common Exchange Shares to be issued by ARCS Econometrics to the Equity Holders or to Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Econometrics receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSEconometrics, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION ECONOMETRICS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION ECONOMETRICS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Common (a) Purchaser agrees that neither the Shares to nor any ordinary shares received may be issued by ARCS to the Equity Holders or to the Guarantors hereunder will not be registered under the Securities Act of 1933assigned, or the securities laws of any state, and cannot be transferredpledged, hypothecated, sold resold, or otherwise disposed of within or transferred (each a "Transfer") unless such transfer in compliance with the United States of America until: restrictions set forth in section 4.2, and in accordance with applicable securities laws. (ib) The Company intends, but is not obligated to file a registration statement with respect for the shares on or about January 15, 2005. Purchaser agrees to such securities is declared resell the Shares only pursuant to this registration statement becoming effective under the Securities Act of 1933covering such resale, or (ii) ARCS receives pursuant to an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCS, that an available exemption from registration under the registration requirements Securities Act, including Rule 144 promulgated under the Securities Act. (c) Purchaser understands that one or more of the Securities Act of 1933 is available. The following legends will be placed on the certificates representing the shares which are being issued to the Equity Holders pursuant to this Agreement shall contain a legend substantially as followsSecurities: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND . THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNTIL A SUCH REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION THAT AN EXEMPTION FROM THEREFROM UNDER SAID ACT. THE REGISTRATION REQUIREMENTS SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF SUCH ACT FIRST REFUSAL IN FAVOR OF THE ISSUER PURSUANT TO A SUBSCRIPTION AGREEMENT, A COPY OF WHICH IS AVAILABLEAVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER UPON REQUEST TO THE SECRETARY OF THE ISSUER.”

Restriction on Resale. The ARCS DWMA Common Shares and the Series A Preferred Stock to be issued by ARCS DWMA to the Equity Holders or to CSOS Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS DWMA receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSDWMA, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders CSOS Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION XXXXXX XXXXXX MARINE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION XXXXXX XXXXXX MARINE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Ultradata Common Shares Stock and the Ultradata Preferred Stock to be issued by ARCS Ultradata to the Equity Holders or to Delaware COHP Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Ultradata receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSUltradata, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Delaware COHP Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION ULTRADATA SYSTEMS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION ULTRADATA SYSTEMS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Pingchuan Pharmaceutical Common Shares Stock to be issued by ARCS Pingchuan Pharmaceutical to the Equity Holders or to Infolink Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Pingchuan Pharmaceutical receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSPingchuan Pharmaceutical, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Infolink Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION PINGCHUAN PHARMACEUTICAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION PINGCHUAN PHARMACEUTICAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Bralorne Common Shares to be issued by ARCS Bralorne to the Equity Holders or to Gold Profit Shareholder hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Bralorne receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSBralorne, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Gold Profit Shareholder pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION BRALORNE MINING COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION BRALORNE MINING COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS ISDI Common Shares to be issued by ARCS ISDI to the Equity Holders or to WSGL Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS ISDI receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSISDI, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders WSGL Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION DICKIE WALKER MARINE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY RXXXXXXXXX XXXISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION DICKIE WALKER MARINE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISXXXXXXX XXXXXREMENTS OF SUCH ACT IS AVAILABLE.”"

Restriction on Resale. The ARCS Nevada Corp’s Common Shares to be issued by ARCS Nevada Corp to the Equity Holders or to Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Nevada Corp receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSNevada Corp, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION SMOOTH GLOBAL (CHINA) HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION SMOOTH GLOBAL (CHINA) HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS GOLS Common Shares to be issued by ARCS GOLS to the Equity Holders or to Changan Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933Act, or (ii) ARCS GOLS receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSGOLS, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Changan Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION GOLD STANDARD, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION GOLD STANDARD, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restriction on Resale. The ARCS Centale Common Shares to be issued hereunder by ARCS Centale to the Equity Holders or to NXC Shareholders at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Centale receives an opinion of counsel for the stockholdersstockholder wishing to transfer his shares, reasonably satisfactory to counsel for ARCSCentale, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders NXC Shareholders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION CENTALE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION CENTALE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restriction on Resale. The ARCS Sunburst Common Shares to be issued by ARCS Sunburst to the Equity Holders or to Splendid Shareholders hereunder at the Guarantors hereunder Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS Sunburst receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCSSunburst, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders Splendid Shareholder pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION SUNBURST ACQUISITIONS VII, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION SUNBURST ACQUISITIONS VII, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”