Common use of Stock Acquired for Investment; Limitations on Dispositions Clause in Contracts

Stock Acquired for Investment; Limitations on Dispositions. Claimant represents that he is acquiring the stock for his own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant unless (a) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (b) there is presented to the Company an opinion of counsel for Claimant reasonably satisfactory to the Company that such registration is not required, or (c) there is presented to the Company a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the stock is transferred by Claimant without such registration the Commission or the staff will not recommend any action. Claimant further agrees that the stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for OnSource, such sale or disposition does not and will not violate any provisions of any federal or state securities law or regulation. Claimant consents that any transfer agent of the Company may be instructed not to transfer any of the stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the Company's regular legend regarding the sale of restricted securities.

Stock Acquired for Investment; Limitations on Dispositions. Claimant Each Member represents that he is acquiring the stock PocketSpec Common Stock for his its own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees Members agree that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant it unless (ai) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (bi) there is presented to the Company PocketSpec an opinion of counsel for Claimant Members reasonably satisfactory to the Company PocketSpec that such registration is not required, or (ciii) there is presented to the Company PocketSpec a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the stock is transferred by Claimant Members without such registration registration, the Commission or the staff will not recommend any action. Claimant Members further agrees that the stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for OnSourcePocketSpec, such sale or disposition does not not, and will not not, violate any provisions of any other federal or state securities law or regulation. Claimant Members consents that any transfer agent of the Company PocketSpec may be instructed not to transfer any of the stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the CompanyPocketSpec's regular legend regarding the sale of restricted securities.

Stock Acquired for Investment; Limitations on Dispositions. Claimant represents that he it is acquiring the stock for his its own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant unless (a) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (b) there is presented to the Company an opinion of counsel for Claimant reasonably satisfactory to the Company that such registration is not required, or (c) there is presented to the Company a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the stock is transferred by Claimant without such registration the Commission or the staff will not recommend any action. Claimant further agrees that the stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for OnSourceGlobal, such sale or disposition does not and will not violate any provisions of any federal or state securities law or regulation. Claimant consents that any transfer agent of the Company may be instructed not to transfer any of the stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the Company's regular legend regarding the sale of restricted securities.

Stock Acquired for Investment; Limitations on Dispositions. Claimant Each Shareholder severally represents that he is acquiring the Guardian Common Stock and the Guardian Preferred Stock (including the Guardian common stock issuable upon conversion of the Guardian Preferred Stock) for his its own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees Shareholders agree that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant it unless (ai) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (bi) there is presented to the Company Guardian an opinion of counsel for Claimant Shareholders reasonably satisfactory to the Company Guardian that such registration is not required, or (ciii) there is presented to the Company Guardian a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the stock is transferred by Claimant Shareholders without such registration registration, the Commission or the staff will not recommend any action. Claimant Shareholders further agrees that the stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for OnSourceGuardian, such sale or disposition does not not, and will not not, violate any provisions of any other federal or state securities law or regulation. Claimant Shareholders consents that any transfer agent of the Company Guardian may be instructed not to transfer any of the stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the CompanyGuardian's regular legend regarding the sale of restricted securities.

Stock Acquired for Investment; Limitations on Dispositions. Claimant represents that he is acquiring the stock for his own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant unless (a) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (b) there is presented to the Company an opinion of counsel for Claimant reasonably satisfactory to the Company that such registration is not required, or (c) there is presented to the Company a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the stock is transferred by Claimant without such registration the Commission or the staff will not recommend any action. Claimant further agrees that the stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for OnSourceGlobal, such sale or disposition does not and will not violate any provisions of any federal or state securities law or regulation. Claimant consents that any transfer agent of the Company may be instructed not to transfer any of the stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the Company's regular legend regarding the sale of restricted securities.

Stock Acquired for Investment; Limitations on Dispositions. Claimant Each Shareholder represents that he is acquiring the stock ICF Common Stock for his its own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees Shareholders agree that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant it unless (a) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (b) there is presented to the Company ICF an opinion of counsel for Claimant Shareholders reasonably satisfactory to the Company ICF that such registration is not required, or (c) there is presented to the Company ICF a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the stock is transferred by Claimant Shareholders without such registration registration, the Commission or the staff will not recommend any action. Claimant Shareholders further agrees that the stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for OnSourceICF, such sale or disposition does not not, and will not not, violate any provisions of any other federal or state securities law or regulation. Claimant Shareholders consents that any transfer agent of the Company ICF may be instructed not to transfer any of the stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the CompanyICF's regular legend regarding the sale of restricted securities.

Stock Acquired for Investment; Limitations on Dispositions. Claimant Stockholder represents that he is acquiring the stock XML Common Stock for his own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant Stockholder agrees that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant Stockholder unless (a) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (b) there is presented to the Company an opinion of counsel for Claimant Stockholder reasonably satisfactory to the Company that such registration is not required, or (c) there is presented to the Company a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the stock is transferred by Claimant Stockholder without such registration the Commission or the staff will not recommend any action. Claimant Stockholder further agrees that the stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for OnSourceXML, such sale or disposition does not and will not violate any provisions of any federal or state securities law or regulation. Claimant Stockholder consents that any transfer agent of the Company may be instructed not to transfer any of the stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the Company's regular legend regarding the sale of restricted securities.

Stock Acquired for Investment; Limitations on Dispositions. Claimant Each Shareholder represents that he is acquiring the stock Basic Common Stock for his its own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees Shareholders agree that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant it unless (ai) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (bi) there is presented to the Company Basic an opinion of counsel for Claimant Shareholders reasonably satisfactory to the Company Basic that such registration is not required, or (ciii) there is presented to the Company Basic a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the stock is transferred by Claimant Shareholders without such registration registration, the Commission or the staff will not recommend any action. Claimant Shareholders further agrees that the stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for OnSourceBasic, such sale or disposition does not not, and will not not, violate any provisions of any other federal or state securities law or regulation. Claimant Shareholders consents that any transfer agent of the Company Basic may be instructed not to transfer any of the stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the CompanyBasic's regular legend regarding the sale of restricted securities.