Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) will be registered under the Securities Act, or the securities laws of any state, and 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) AIC receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, that an exemption from the registration requirements of the Securities Act is available. The Notes for which the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate 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 AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither The Merger Shares issued pursuant to the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) Merger will not be registered under the Securities Act, Act or the securities laws of any state, and 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) AIC WCRF receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICWCRF, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which the MTIX Shares shall have been are being issued pursuant to this Agreement and the Class B Certificate hereunder 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 WINCROFT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither All series of the Notes nor issuable Preferred Shares of the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) 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) AIC PARENT receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, PARENT that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the number of Issuable Shares into which the MTIX Shares TARGET Common Stock shall have been issued converted pursuant to this Agreement and the Class B Certificate shall contain a legend 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. Neither (a) The Series A Convertible Shares issued pursuant to the Notes nor Share Purchase and the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC ASAP receives an opinion of counsel for the securityholderInvestors, reasonably satisfactory to counsel for AICASAP, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which are being issued to the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate Investors 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 ASAP SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ASAP SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”i) The Issuable Shares. The Issuable Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC the Corporation receives an opinion of counsel for the securityholderstockholder, reasonably satisfactory to counsel for AICCorporation, that an exemption from the registration requirements of the Securities Act is available. The Notes for which the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate 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 THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR THE CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither The SearchHelp Exchange Stock and the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) will Investor Group Securities shall not be registered under the Securities Act, or the securities laws of any state, and 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) AIC SearchHelp receives an opinion of counsel for the securityholderstockholders, reasonably satisfactory to counsel for AICSearchHelp, that an exemption from the registration requirements of the Securities Act is available. The Notes for which certificates representing the MTIX Shares SearchHelp Exchange Stock that shall have been issued pursuant to this Agreement and the Class B Certificate 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 SEARCHHELP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. Neither All series of the Notes nor Issuable Shares of the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) 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) AIC PARENT receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, PARENT that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the number of Issuable Shares into which the MTIX Shares shall have been issued converted pursuant to this Agreement and the Class B Certificate shall contain a legend 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. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Exchange Shares 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) AIC the Subsidiary receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, that an exemption from the registration requirements of the Securities Act is available. The Notes certificates representing the number of Exchange Shares for which the MTIX Shares Noll and McCormick shall have been issued acquire pursuant to this Agreement and the Class B Certificate shall contain a legend 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 ACTIVEWORLDS, INC. RECEIVES AN OPINION OF COUNSEL FOR ACTIVEWORLDS, INC. REASONABLY SATISFACTORY TO SUCH COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. Neither The Parties acknowledge that the Notes nor Xxxxx Exchange Stock and the Class B Certificate or the shares of AIC Common Acquired Stock into which each such security is convertible (collectively, the “Securities”) will shall not be registered under the Securities Act, or the securities laws of any state, and 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) AIC Xxxxx or the applicable Corporation receives an opinion of counsel for counsel, in form reasonably satisfactory, to the securityholder, reasonably satisfactory to counsel for AIC, effect that an exemption from the registration requirements of the Securities Act is available. The Notes for which certificates representing the MTIX Shares shall have been issued pursuant to this Agreement Xxxxx Exchange Stock and the Class B Certificate Acquired Stock (collectively, the "Transaction Securities") 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 INTERACTIVE BRAND DEVELOPMENT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”a) The Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC AIMR receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICAIMR, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which the MTIX Shares shall have been are being issued pursuant to this Agreement and the Class B Certificate hereunder 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 AIM SMART, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR AIM SMART, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither (a) The Series C Preferred Shares issued pursuant to the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) Merger will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC CSXB receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICCSXB, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which the MTIX Shares shall have been are being issued pursuant to this Agreement and the Class B Certificate hereunder 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 CHINA SXAN BIOTECH, INC. RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA SXAN BIOTECH, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common The Merger Stock into which each such security is convertible (collectively, the “Securities”) will not be registered under the Federal Securities Act of 1933 (“Securities Act”), or the securities laws of any state, and 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) AIC GenuTec receives an opinion of counsel for the securityholderstockholder, reasonably satisfactory to counsel for AICGenuTec, that an exemption from the registration requirements of the Securities Act is available. The Notes for which certificates representing the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate number of shares of Merger Stock 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 GENUTEC BUSINESS SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE 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. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC Mycom receives an opinion of counsel for the securityholderstockholder, reasonably satisfactory to counsel for AICMycom, that an exemption from the registration requirements of the Securities Act is available. The Notes for which certificates representing the MTIX Shares shall have been issued Shares, when exchanged, and the Remaining Shares, when issued, pursuant to this Agreement and the Class B Certificate 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 DOT VN, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR MYCOM GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither (a) The Series B Preferred Shares issued pursuant to the Notes nor Share Purchase and pursuant to the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) Merger will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC ILKZ receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICILKZ, that an exemption from the registration requirements of the Securities Act is available. The Notes for which certificates representing the MTIX Purchased Shares shall have been issued pursuant to this Agreement and the Class B Certificate Merger Shares which are being issued hereunder 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 ITLINKZ GROUP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ITLINKZ GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Merger Shares issued will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC HXTH receives an opinion of counsel for the securityholdercounsel, reasonably satisfactory to counsel for AICHXTH, that an exemption from the registration requirements of the Securities Act is available. The Notes for which certificates representing the MTIX Merger Shares shall have been issued pursuant to this Agreement and the Class B Certificate 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 HXT HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR HXT HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”a) The Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC STCC receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICSTCC, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which the MTIX Shares shall have been are being issued pursuant to this Agreement and the Class B Certificate hereunder 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 STANDARD COMMERCE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Issuable Shares 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) AIC Azurel receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, Azurel that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the number of Issuable Shares into which the MTIX Private Shares shall have been issued converted pursuant to this Agreement and the Class B Certificate shall contain a legend 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. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”i) The Issuable Shares. The Issuable Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC the Corporation receives an opinion of counsel for the securityholderstockholder, reasonably satisfactory to counsel for AICCorporation, that an exemption from the registration requirements of the Securities Act is available. The Notes for which the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate 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 THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR THE CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”( a) The AXIS DELAWARE Shares will not be registered under the Securities ActAct of 1934, as amended, or the securities laws of any statestate (the “Securities Acts”), and 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 ActActs, or or (ii) AIC AXIS DELAWARE receives an opinion of counsel for the securityholderstockholder, reasonably satisfactory to counsel for AICAXIS DELAWARE, that an exemption from the registration requirements of the Securities Act Acts is available. . (b) The Notes for which certificates representing the MTIX AXIS DELAWARE Shares shall have been to be issued pursuant to this Agreement and the Class B Certificate 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 AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Broadband Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC Parent receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AICParent, 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 Notes for which the MTIX Shares shall have been certificates representing securities issued pursuant to under this Agreement and the Class B Certificate 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 THE COMPANY 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. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Issuable Shares 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) AIC PARENT receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, PARENT that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the number of Issuable Shares into which the MTIX Shares TARGET Common Stock shall have been issued converted pursuant to this Agreement and the Class B Certificate shall contain a legend 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. (a) Neither the Notes Purchased Shares issued pursuant to the Share Purchase nor the Class Series B Certificate or Preferred Shares issued pursuant to the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) Merger will be registered under the Securities Act, or the securities laws of any state, and 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) AIC AVTX receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICAVTX, that an exemption from the registration requirements of the Securities Act is available. The Notes for which certificates representing the MTIX Purchased Shares shall have been issued pursuant to this Agreement and the Class B Certificate Merger Shares which are being issued hereunder 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 ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ADVANCE TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC STCC receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICSTCC, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which the MTIX Shares shall have been are being issued pursuant to this Agreement and the Class B Certificate hereunder 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 STANDARD COMMERCE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or The Series A Preferred Stock and the shares of AIC Rineon Common Stock into which each such security is convertible (collectively, issuable upon conversion of the “Securities”) Series A Preferred Stock will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC Rineon receives an opinion of counsel for of the securityholderstockholder, reasonably satisfactory to counsel for AICRineon, that an exemption from the registration requirements of the Securities Act is available. The Notes for which certificates representing the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate Series A Preferred Stock 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 RINEON GROUP, INC. (FORMERLY, JUPITER RESOURCES, INC.) RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR SUCH CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither Seller understands and acknowledges that, as a consequence of the Notes nor restrictions on subsequent transfer imposed by the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectivelyexemptions from registration referred to in Section 2.36(f) above, the “Securities”) will Purchaser Shares may not subsequently be registered 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 Purchaser Shares under the Securities Act, or the Act and under applicable state securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect pursuant to such securities is declared effective under the Securities Act, or (ii) AIC receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, that an exemption from such registration requirements, and the registration requirements of certificates representing the Securities Act is available. The Notes for which the MTIX Purchaser Shares shall have been issued pursuant to this Agreement and the Class B Certificate shall contain 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 REGISTRATION REQUIREMENTS COMPANY RECEIVES EVIDENCE OF SUCH ACT IS AVAILABLEEXEMPTION REASONABLY SATISFACTORY TO IT (SUCH AS AN OPINION OF COUNSEL).”

Restrictions on Resale. Neither (a) The Exchange Shares issued pursuant to the Notes nor Share Exchange and the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC SARS receives an opinion of counsel for the securityholderShareholders, reasonably satisfactory to counsel for AICSARS, stating that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which are being issued to the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate shareholders 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 SARS CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR SARS CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither (a) The Profile Shares issued pursuant to the Notes nor Share Purchase and the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC River Hawk receives an opinion of counsel for the securityholderShareholders, reasonably satisfactory to counsel for AICRiver Hawk, stating that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which are being issued to the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate shareholders 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 RIVER HAWK SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE 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. Neither The Exchange Shares issued pursuant to the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) Share Exchange will not be registered under the Securities Act, Act or the securities laws of any state, and 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) AIC FTWV receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AIC, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Exchange Shares which the MTIX Shares shall have been are being issued pursuant to this Agreement and the Class B Certificate hereunder 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 FITWAYVITAMINS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR FITWAYVITAMINS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither The Exchange Shares issued pursuant to the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) Share Exchange will not be registered under the Securities Act, Act or the securities laws of any state, and 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) AIC XXXX receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICXXXX, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Exchange Shares which the MTIX Shares shall have been are being issued pursuant to this Agreement and the Class B Certificate hereunder 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 CHINA AGRO SCIENCES CORP. RECEIVES AN OPINION OF COUNSEL FOR THE 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. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Acquisition Consideration. The Acquisition Consideration will not be registered under the Securities Act, or the securities laws of any state, and 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) AIC Physicians Remote receives an opinion of counsel for the securityholderstockholder, reasonably satisfactory to counsel for AICPhysicians Remote, that an exemption from the registration requirements of the Securities Act is available. The Notes certificates representing the number of Acquisition Consideration for which the MTIX Physicians Remote Shares shall have been issued pursuant to this Agreement and the Class B Certificate 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 PHYSICIANS REMOTE SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR PHYSICIANS REMOTE SOLUTIONS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”