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.