Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. All series of the Issuable Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT receives an opinion of counsel for PARENT that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Shares shall have been converted pursuant to this Agreement shall contain legends 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 THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of (a) The Series A Convertible Shares issued pursuant to the Issuable Share Purchase and the Merger Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT ASAP receives an opinion of counsel for PARENT the Investors, reasonably satisfactory to counsel for ASAP, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Merger Shares into which are being issued to the Shares shall have been converted pursuant to this Agreement Investors shall contain legends 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 THE COMPANY ASAP SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ASAP SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of The SearchHelp Exchange Stock and the Issuable Shares of the PARENT will Investor Group Securities shall not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT SearchHelp receives an opinion of counsel for PARENT the stockholders, reasonably satisfactory to counsel for SearchHelp, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Shares SearchHelp Exchange Stock that shall have been converted issued pursuant to this Agreement shall contain legends 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 THE COMPANY SEARCHHELP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. All series None of the Issuable Shares Exchange Securities, the DPW Series D Preferred Stock, the DPW Series E Preferred Stock or the shares of DPW Common Stock into which each such security is convertible or exercisable (collectively, the PARENT “Securities”) will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT DPW receives an opinion of counsel for PARENT the securityholder, reasonably satisfactory to counsel for DPW, that an exemption from the registration requirements of the Securities Act is available. DPW has undertaken no obligation to file a registration statement with respect to the Securities and has no intention of doing so. The certificates representing the number of Issuable Shares into Exchange Securities for which the Subject Shares shall have been converted issued pursuant to this Agreement Agreement, and the shares of common stock issuable upon conversion of the DPW Series E Preferred Stock, shall contain legends 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 THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the Issuable Shares of the PARENT The CCI Securities will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT CCI receives an opinion of counsel for PARENT the stockholders, reasonably satisfactory to counsel for CCI, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Shares CCI Securities that shall have been converted issued pursuant to this Agreement shall contain legends 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 THE COMPANY CARE CONCEPTS RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the Issuable (a) The Merger Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT STCC receives an opinion of counsel for PARENT the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for STCC, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Merger Shares into which the Shares shall have been converted pursuant to this Agreement are being issued hereunder shall contain legends 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 THE COMPANY STANDARD COMMERCE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the Issuable issuable Preferred Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT receives an opinion of counsel for PARENT that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Shares TARGET Common Stock shall have been converted pursuant to this Agreement shall contain legends 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 THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of The Merger Shares issued pursuant to the Issuable Shares of the PARENT Merger will not be registered under the Securities Act, Act or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT WCRF receives an opinion of counsel for PARENT the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRF, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Merger Shares into which the Shares shall have been converted pursuant to this Agreement are being issued hereunder shall contain legends 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 THE COMPANY WINCROFT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the Issuable Shares of the PARENT “Securities”) will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT AIC receives an opinion of counsel for PARENT the securityholder, reasonably satisfactory to counsel for AIC, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into Notes for which the MTIX Shares shall have been converted issued pursuant to this Agreement and the Class B Certificate shall contain legends 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 THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of (a) Neither the Issuable Purchased Shares of issued pursuant to the PARENT Share Purchase nor the Series B Preferred Shares issued pursuant to the Merger will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT AVTX receives an opinion of counsel for PARENT the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for AVTX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Purchased Shares into and the Merger Shares which the Shares shall have been converted pursuant to this Agreement are being issued hereunder shall contain legends 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 THE COMPANY ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ADVANCE TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. All series of the Issuable (i) The Merger Shares. The Merger Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT AUGI receives an opinion of counsel for PARENT the stockholder, reasonably satisfactory to counsel for AUGI, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Merger Shares into for which the Lifetime Shares shall have been converted issued pursuant to this Agreement shall contain legends 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 THE COMPANY AMERICAN UNITED GLOBAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR AMERICAN UNITED GLOBAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. All series of the Issuable (a) The Merger Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT AIMR receives an opinion of counsel for PARENT the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for AIMR, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Merger Shares into which the Shares shall have been converted pursuant to this Agreement are being issued hereunder shall contain legends 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 THE COMPANY AIM SMART, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR AIM SMART, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series The Series A Preferred Stock and the shares of Vensure Common Stock or VRA Common Stock issuable upon conversion of the Issuable Shares of the PARENT Series A Preferred Stock will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT Vensure receives an opinion of counsel of the stockholder, reasonably satisfactory to counsel for PARENT Vensure, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Shares shall have been converted pursuant to this Agreement Series A Preferred Stock shall contain legends 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 THE COMPANY FXXX.XXX, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR SUCH CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of Neither the Contribution Shares nor the Issuable Shares of the PARENT Securities will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT Parent receives an opinion of counsel for PARENT the stockholder, reasonably satisfactory to counsel for Parent, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Contribution Shares as well as the Issuable Shares into which the Shares shall have been converted pursuant to this Agreement Securities shall contain legends 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 THE COMPANY FEARLESS INTERNATIONAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR FEARLESS INTERNATIONAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series Sellers acknowledge that the shares of Buyer’s common stock issued pursuant to this Agreement are restricted securities under the Issuable Shares Securities Act of the PARENT will not be registered 1933, as amended and are subject to restrictions upon transfer. Currently, under Rule 144 of the Securities Act, a non-affiliate (defined as someone who is not an officer, director or holder of 10% or more of a company’s common stock) is allowed to resell shares after one (1) year, if such a sale is conducted through a market transaction. Rule 144 is subject to revision by the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT receives an opinion of counsel for PARENT that an exemption from the registration requirements of the Securities Act is availableCommission. The certificates representing the number of Issuable Shares into will contain a restrictive legend which the Shares shall have been converted pursuant to this Agreement shall contain legends reads as substantially as follows: “THE THESE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED IN THE ABSENCE OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACTREGISTRATION, OR THE COMPANY RECEIVES AN OPINION AVAILABILITY OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION. THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLESTOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.”

Restrictions on Resale. All series of The Exchange Shares issued pursuant to the Issuable Shares of the PARENT Share Exchange will not be registered under the Securities Act, Act or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT XXXX receives an opinion of counsel for PARENT the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for XXXX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Exchange Shares into which the Shares shall have been converted pursuant to this Agreement are being issued hereunder shall contain legends 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 THE COMPANY CHINA AGRO SCIENCES CORP. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CHINA AGRO SCIENCES CORP. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of (a) The Series C Preferred Shares issued pursuant to the Issuable Shares of the PARENT Merger will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT CSXB receives an opinion of counsel for PARENT the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for CSXB, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Merger Shares into which the Shares shall have been converted pursuant to this Agreement are being issued hereunder shall contain legends 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 THE COMPANY CHINA SXAN BIOTECH, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY REASONABLY SATISFACTORY TO CHINA SXAN BIOTECH, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the Issuable The Merger Shares of the PARENT issued will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT HXTH receives an opinion of counsel for PARENT counsel, reasonably satisfactory to HXTH, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Merger Shares shall have been converted pursuant to this Agreement shall contain legends 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 THE COMPANY HXT HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR HXT HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of (a) The Series B Preferred Shares issued pursuant to the Issuable Shares of Share Purchase and pursuant to the PARENT Merger will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT ILKZ receives an opinion of counsel for PARENT the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for ILKZ, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Purchased Shares into and the Merger Shares which the Shares shall have been converted pursuant to this Agreement are being issued hereunder shall contain legends 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 THE COMPANY ITLINKZ GROUP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ITLINKZ GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series The Series A Preferred Stock and the shares of Rineon Common Stock issuable upon conversion of the Issuable Shares of the PARENT Series A Preferred Stock will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT Rineon receives an opinion of counsel of the stockholder, reasonably satisfactory to counsel for PARENT Rineon, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Shares shall have been converted pursuant to this Agreement Series A Preferred Stock shall contain legends 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 THE COMPANY RINEON GROUP, INC. (FORMERLY, JUPITER RESOURCES, INC.) RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR SUCH CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of (a) The Profile Shares issued pursuant to the Issuable Share Purchase and the Merger Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT River Hawk receives an opinion of counsel for PARENT the Shareholders, reasonably satisfactory to counsel for River Hawk, stating that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Merger Shares into which are being issued to the Shares shall have been converted pursuant to this Agreement shareholders shall contain legends 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 THE COMPANY RIVER HAWK SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR RIVER HAWK SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the The Issuable Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT Azurel receives an opinion of counsel for PARENT Azurel that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Private Shares shall have been converted pursuant to this Agreement shall contain legends 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 THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of (a) The Exchange Stock. The Exchange Stock, the Issuable Shares of FlameMaster Series B Preferred Stock and the PARENT FlameMaster Warrants (collectively, the "TRANSACTION SECURITIES") will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT FlameMaster receives an opinion of counsel for PARENT the stockholders, reasonably satisfactory to counsel for FlameMaster, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Shares shall have been converted pursuant to this Agreement Transaction Securities shall contain legends 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 THE COMPANY FLAMEMASTER CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR FLAMEMASTER CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. All series of the Issuable The Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT Mycom receives an opinion of counsel for PARENT the stockholder, reasonably satisfactory to counsel for Mycom, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which Shares, when exchanged, and the Shares shall have been converted Remaining Shares, when issued, pursuant to this Agreement shall contain legends 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 THE COMPANY DOT VN, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR MYCOM GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the Issuable Shares of the PARENT The Acquisition Consideration. The Acquisition Consideration will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; until (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT Physicians Remote receives an opinion of counsel for PARENT the stockholder, reasonably satisfactory to counsel for Physicians Remote, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into Acquisition Consideration for which the Physicians Remote Shares shall have been converted issued pursuant to this Agreement shall contain legends 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 THE COMPANY PHYSICIANS REMOTE SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR PHYSICIANS REMOTE SOLUTIONS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the Issuable The Exchange Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT the Subsidiary receives an opinion of counsel for PARENT that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Exchange Shares into for which the Shares Noll and McCormick shall have been converted acquire pursuant to this Agreement shall contain legends substantially conxxxx legexxx xxxxxantially 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 THE COMPANY ACTIVEWORLDS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY ACTIVEWORLDS, INC. REASONABLY SATISFACTORY TO SUCH COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. All series of The Exchange Shares issued pursuant to the Issuable Shares of the PARENT Share Exchange will not be registered under the Securities Act, Act or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT FTWV receives an opinion of counsel for PARENT the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Exchange Shares into which the Shares shall have been converted pursuant to this Agreement are being issued hereunder shall contain legends 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 THE COMPANY FITWAYVITAMINS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR FITWAYVITAMINS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the Issuable The Broadband Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT Parent receives an opinion of counsel reasonably satisfactory to counsel for PARENT Parent, that an exemption from the registration requirements of the Securities Act is available. For purposes of the opinion in the preceding sentences, the Company will not object to a bonafide opinion provided by any reputable U.S. law firm with an active U.S. securities practice. The certificates representing the number of Issuable Shares into which the Shares shall have been converted pursuant to securities issued under this Agreement shall contain legends 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 THE COMPANY RECEIVES RECEIVED AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO CONSEL TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series Seller understands and acknowledges that, as a consequence of the Issuable restrictions on subsequent transfer imposed by the exemptions from registration referred to in Section 2.36(f) above, the Purchaser Shares may not subsequently be offered, sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by Seller except pursuant to an effective registration statement registering the sale or transfer of the PARENT will not be registered Purchaser Shares under the Securities Act, or the Act and under applicable state securities laws of any state, and absent or pursuant to an exemption from such registration contained in such lawsrequirements, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under and the Securities Act, or (ii) PARENT receives an opinion of counsel for PARENT that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Purchaser Shares shall have been converted pursuant to this Agreement shall contain legends bear a legend setting forth such restrictions substantially as follows: “THE SECURITIES WHICH ARE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO UNLESS THE SAME IS DECLARED EFFECTIVE REGISTERED UNDER SUCH ACTACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY RECEIVES EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO IT (SUCH AS AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLECOUNSEL).”

Restrictions on Resale. All series of (a) Neither the Issuable Purchased Shares of issued pursuant to the PARENT Share Purchase nor the Series B Preferred Shares issued pursuant to the Merger will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT AVTX receives an opinion of counsel for PARENT the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for AVTX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Purchased Shares into and the Merger Shares which the Shares shall have been converted pursuant to this Agreement are being issued hereunder shall contain legends 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 THE COMPANY ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ADVANCE TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the The Issuable Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT receives an opinion of counsel for PARENT that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Shares TARGET Common Stock shall have been converted pursuant to this Agreement shall contain legends 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 THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of the Issuable Shares of the PARENT The Merger Stock will not be registered under the Federal Securities Act of 1933 (“Securities Act”), or the securities laws of any state, and absent an exemption from registration contained in such laws, canmay not be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT GenuTec receives an opinion of counsel for PARENT the stockholder, reasonably satisfactory to counsel for GenuTec, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which the Shares shall have been converted pursuant to this Agreement shares of Merger Stock shall contain legends 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 THE COMPANY GENUTEC BUSINESS SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR GENUTEC BUSINESS SOLUTIONS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of (a) The Exchange Shares issued pursuant to the Issuable Share Exchange and the Merger Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; : (i) a registration statement with respect to such securities is declared effective under the Securities Act, ; or (ii) PARENT SARS receives an opinion of counsel for PARENT the Shareholders, reasonably satisfactory to counsel for SARS, stating that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Merger Shares into which are being issued to the Shares shall have been converted pursuant to this Agreement shareholders shall contain legends 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 THE COMPANY SARS CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR SARS CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. All series of The Parties acknowledge that the Issuable Shares of Xxxxx Exchange Stock and the PARENT will Acquired Stock shall not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT Xxxxx or the applicable Corporation receives an opinion of counsel for PARENT counsel, in form reasonably satisfactory, to the effect that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Issuable Shares into which Xxxxx Exchange Stock and the Shares shall have been converted pursuant to this Agreement Acquired Stock (collectively, the "Transaction Securities") shall contain legends 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 THE COMPANY INTERACTIVE BRAND DEVELOPMENT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"