Common use of Restriction on Resale Clause in Contracts

Restriction on Resale. The Holder represents that the shares to be acquired by Holder upon the exercise of this Option will be purchased for investment and not with a view to, or for resale in connection with, any distribution of stock within the meaning of the Securities Act of 1933, as amended (the "Act"). By such representation, the Holder means that he will acquire the shares for his own account for investment and that no one else will have any beneficial ownership in such shares nor will such shares be subject to any pledge or lien. Further, the Holder understands that the shares will not be registered under the Act by reason of a specific exemption provided therein. Because the shares are unregistered under the Act, they must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The Holder further understands that in the event that there is a continued market for the Company's Common Stock, any routine sales of the shares made in reliance upon Rule 144 can be made only in limited amounts in accordance with the terms and conditions of that rule, and in the event that rule is not applicable or is unavailable for any reason, Registration under the Act or compliance with exemption will be required. The Holder understands that the Company is under no obligation to register under the Act the Common Stock that Holder may acquire pursuant to this Option, nor to effect compliance with any exemption from registration. The Holder agrees that each certificate representing any or all of the shares shall bear on its face a legend in substantially the following form: "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold or transferred in the absence of an effective Registration Statement under that Act without an opinion of counsel satisfactory to the Company that such Registration is not required." “By virtue of the legend above, the securities represented by this certificate may not be traded through the facilities of Canadian stock exchanges and this certificate will not constitute "good delivery" in settlement of transactions on Canadian stock exchanges” The Holder further consents that the Company will place a stop order on the certificates evidencing the shares, restricting the transfer of the shares, except in compliance with the Act.

Restriction on Resale. The Holder represents that New Gen Shareholder acknowledges and agrees as follows: (a) the shares transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor will be made pursuant to appropriate exemptions (the “Exemptions”) from the formal takeover bid and registration and prospectus (or equivalent) requirements of Applicable Securities Law; (b) the CSE, in addition to any restrictions on transfer imposed by Applicable Securities Law, may require certain of the Payment Shares to be acquired by Holder upon the exercise of this Option will be purchased for investment and not with a view to, or for resale held in connection with, any distribution of stock within the meaning of the Securities Act of 1933, as amended (the "Act"). By such representation, the Holder means that he will acquire the shares for his own account for investment and that no one else will have any beneficial ownership in such shares nor will such shares be subject to any pledge or lien. Further, the Holder understands that the shares will not be registered under the Act by reason of a specific exemption provided therein. Because the shares are unregistered under the Act, they must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The Holder further understands that in the event that there is a continued market for the Company's Common Stock, any routine sales of the shares made in reliance upon Rule 144 can be made only in limited amounts escrow in accordance with the terms policies of CSE and conditions Applicable Securities Law. Fabula agrees to use commercially reasonable efforts to ensure that the minimum restrictions on transfer permitted by the CSE and Applicable Securities Law are imposed on the Payment Shares and to provide the New Gen Shareholder, with the opportunity to make submissions to the CSE in respect of same; (c) as a consequence of acquiring the Payment Shares pursuant to the Exemptions: (i) the New Gen Shareholder will be restricted from using certain of the civil remedies available under Applicable Securities Law; (ii) the New Gen Shareholder may not receive information that might otherwise be required to be provided to it, and Fabula is relieved from certain obligations that would otherwise apply under Applicable Securities Law if the Exemptions were not being relied upon by Fabula; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares; (iv) there is no government or other insurance covering the Payment Shares; and (v) an investment in the Payment Shares is speculative and of high risk; (d) the certificates representing the Payment Shares will bear such legends as required by Applicable Securities Law and the policies of the CSE and it is the responsibility of the New Gen Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares; and (e) The New Gen Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Securities Law of that rulejurisdiction which apply to the sale of the Purchased Shares and which may impose restrictions on the resale of such Payment Shares in that jurisdiction and it is the responsibility of the New Gen Shareholder to find out what those resale restrictions are, and in to comply with them before selling the event that rule is not applicable or is unavailable for any reason, Registration under the Act or compliance with exemption will be required. The Holder understands that the Company is under no obligation to register under the Act the Common Stock that Holder may acquire pursuant to this Option, nor to effect compliance with any exemption from registration. The Holder agrees that each certificate representing any or all of the shares shall bear on its face a legend in substantially the following form: "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold or transferred in the absence of an effective Registration Statement under that Act without an opinion of counsel satisfactory to the Company that such Registration is not requiredPayment Shares." “By virtue of the legend above, the securities represented by this certificate may not be traded through the facilities of Canadian stock exchanges and this certificate will not constitute "good delivery" in settlement of transactions on Canadian stock exchanges” The Holder further consents that the Company will place a stop order on the certificates evidencing the shares, restricting the transfer of the shares, except in compliance with the Act.

Restriction on Resale. The Holder represents that Each of the shares Cognetivity Shareholders acknowledges and agrees as follows: (a) the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor will be made pursuant to appropriate exemptions (the “Exemptions”) from the formal takeover bid and registration and prospectus (or equivalent) requirements of Applicable Securities Law; (b) the CSE, in addition to any restrictions on transfer imposed by Applicable Securities Law, may require certain of the Payment Shares to be acquired by Holder upon the exercise of this Option will be purchased for investment and not with a view to, or for resale held in connection with, any distribution of stock within the meaning of the Securities Act of 1933, as amended (the "Act"). By such representation, the Holder means that he will acquire the shares for his own account for investment and that no one else will have any beneficial ownership in such shares nor will such shares be subject to any pledge or lien. Further, the Holder understands that the shares will not be registered under the Act by reason of a specific exemption provided therein. Because the shares are unregistered under the Act, they must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The Holder further understands that in the event that there is a continued market for the Company's Common Stock, any routine sales of the shares made in reliance upon Rule 144 can be made only in limited amounts escrow in accordance with the terms policies of CSE and conditions Applicable Securities Law. Utor agrees to use commercially reasonable efforts to ensure that the minimum restrictions on transfer permitted by the CSE and Applicable Securities Law are imposed on the Payment Shares and to provide the Cognetivity Shareholders, with the opportunity to make submissions to the CSE in respect of same; (c) as a consequence of acquiring the Payment Shares pursuant to the Exemptions: (i) Cognetivity Shareholders will be restricted from using certain of the civil remedies available under Applicable Securities Law; (ii) Cognetivity Shareholders may not receive information that might otherwise be required to be provided to them, and Utor is relieved from certain obligations that would otherwise apply under Applicable Securities Law if the Exemptions were not being relied upon by Utor; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares; (iv) there is no government or other insurance covering the Payment Shares; and (v) an investment in the Payment Shares is speculative and of high risk; (d) the certificates representing the Payment Shares will bear such legends as required by Applicable Securities Law and the policies of the CSE and it is the responsibility of the Cognetivity Shareholders to find out what those restrictions are and to comply with them before selling the Payment Shares; and (e) Each of the Cognetivity Shareholders is knowledgeable of, or has been independently advised as to, the Applicable Securities Law of that rulejurisdiction which apply to the sale of the Purchased Shares and which may impose restrictions on the resale of such Payment Shares in that jurisdiction and it is the responsibility of the Cognetivity Shareholders to find out what those resale restrictions are, and in to comply with them before selling the event that rule is not applicable or is unavailable for any reason, Registration under the Act or compliance with exemption will be required. The Holder understands that the Company is under no obligation to register under the Act the Common Stock that Holder may acquire pursuant to this Option, nor to effect compliance with any exemption from registration. The Holder agrees that each certificate representing any or all of the shares shall bear on its face a legend in substantially the following form: "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold or transferred in the absence of an effective Registration Statement under that Act without an opinion of counsel satisfactory to the Company that such Registration is not requiredPayment Shares." “By virtue of the legend above, the securities represented by this certificate may not be traded through the facilities of Canadian stock exchanges and this certificate will not constitute "good delivery" in settlement of transactions on Canadian stock exchanges” The Holder further consents that the Company will place a stop order on the certificates evidencing the shares, restricting the transfer of the shares, except in compliance with the Act.