Common use of Sales of Securities Under Rule 144, If Applicable Clause in Contracts

Sales of Securities Under Rule 144, If Applicable. (a) UpSnap will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act. (b) If any certificate representing any of the New Shares is presented to UpSnap’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to UpSnap and its counsel that such transfer has complied with the requirements of Rule 144, as the case may be, UpSnap will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

Sales of Securities Under Rule 144, If Applicable. (a) UpSnap CHFY will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act. (b) If any certificate or note representing any of the New Shares such restricted Securities is presented to UpSnapCHFY’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate or note is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to UpSnap CHFY and its counsel that such transfer has complied with the requirements of Rule 144, as the case may be, UpSnap CHFY will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates or notes representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.