Common use of Transfer of Restrictions Clause in Contracts

Transfer of Restrictions. (a) The Subscriber acknowledges that the certificates representing Subscribed for Shares shall bear a legend substantially as follows: The Subscriber further acknowledges that if the Subscriber is a resident of Canada, the certificates representing Subscribed for Shares shall also bear the applicable exemption required under National Instrument 45-102 - Resale of Securities (“NI 45-102”). (b) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Shares, without the Company being satisfied that such transfer is exempt from or not subject to registration under the U.S. 1933 Act and any applicable state securities laws, as well as the Canadian Securities Laws and, until such time as the Company may no longer be a “private issuer” as that term is defined in NI-45-106, a transfer of the Subscribed for Shares may only be effected with the consent of the Company’s board of directors. (c) In addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Shares under applicable Canadian Securities Law, including, but not limited to NI 45-102. (d) The Subscriber further acknowledges that the Company’s bylaws restrict the number of shareholders which the Company may have and prohibit transfers of the Company’s issued and outstanding securities without the consent of the Company’s Board of Directors. (e) The Subscriber understands and acknowledges that the Company is not obligated to file and has no present intention of filing with any state or provincial securities administrator or commission any registration statement or prospectus in respect of re-sales of the Subscribed for Shares in the United States or elsewhere. (f) The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Subscribed for Shares as an investment for the Subscriber and the resale restrictions (including "hold periods") to which the Subscribed for Shares will be subject under applicable securities legislation and confirms that no representation has been made to the Subscriber by or on behalf of the Company with respect thereto. (g) The Subscriber will not resell any Subscribed for Shares except in accordance with the provisions of applicable securities legislation and stock exchange rules.

Transfer of Restrictions. (a) The Subscriber acknowledges that the certificates representing Subscribed for Shares shall bear a legend substantially as follows: The Subscriber further acknowledges that if the Subscriber is a resident of Canada, the certificates representing Subscribed for Shares shall also bear the applicable exemption required under National Instrument 45-102 - Resale of Securities (“NI 45-102”).: (b) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Shares, Shares without the Company being satisfied that such transfer is exempt from or not subject to registration under the U.S. 1933 Act and any applicable state securities laws, as well as the Canadian Securities Laws and, until such time as the Company may no longer be a “private issuer” as that term is defined in NI-45-106, a transfer of the Subscribed for Shares may only be effected with the consent of the Company’s board of directorsLaws. (c) In addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Shares under applicable Canadian Securities Law, including, but not limited to NI the B.C. Act and Multilateral Instrument 45-102102 adopted by the BCSC. (d) The Subscriber further acknowledges that the Company’s bylaws restrict the number of shareholders which the Company may have and prohibit transfers of the Company’s issued and outstanding securities without the consent of the Company’s Board of Directors. (e) The Subscriber understands and acknowledges that the Company is not obligated to file and has no present intention of filing with the Commission or with any state or provincial securities administrator or commission any registration statement or prospectus in respect of re-sales of the Subscribed for Shares in the United States or elsewhere. (f) The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Subscribed for Shares as an investment for the Subscriber and the resale restrictions (including "hold periods") to which the Subscribed for Shares will be subject under applicable securities legislation and confirms that no representation has been made to the Subscriber by or on behalf of the Company with respect thereto. (g) The Subscriber will not resell any Subscribed for Shares except in accordance with the provisions of applicable securities legislation and stock exchange rules.

Transfer of Restrictions. (a) The Subscriber acknowledges that the certificates representing Subscribed for Flow-Through Shares shall bear a legend substantially as follows: The Subscriber further acknowledges that if the Subscriber is a resident of Canada, the certificates representing Subscribed for Shares shall also bear the applicable exemption required under National Instrument 45-102 - Resale of Securities (“NI 45-102”).: (b) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Flow-Through Shares, without the Company being satisfied that such transfer is exempt from or not subject to registration under the U.S. 1933 Act Securities Act, and any applicable state securities laws, as well as the or applicable Canadian Securities Laws and, until such time as the Company may no longer be a “private issuer” as that term is defined in NI-45-106, a transfer of the Subscribed for Shares may only be effected with the consent of the Company’s board of directorsLaws. (c) In addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Shares under applicable Canadian Securities Law, including, but not limited to NI 45-102. (d) The Subscriber further acknowledges that the Company’s bylaws restrict the number of shareholders which the Company may have and prohibit transfers of the Company’s issued and outstanding securities without the consent of the Company’s Board of Directors. (e) The Subscriber understands and acknowledges that except as set forth in the Registration Rights Agreement, the Company is not obligated to file and has no present intention of filing with any state or provincial securities administrator or commission any registration statement or prospectus in respect of re-sales of the Subscribed for Flow-Through Shares in the United States or elsewhere. (fd) The Subscriber understands and acknowledges that in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Flow-Through Shares under applicable Canadian securities laws. (e) The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Subscribed for Flow-Through Shares as an investment for the Subscriber and the resale restrictions (including any "hold periods") to which the Subscribed for Flow-Through Shares will be subject under applicable securities legislation legislation, rules and regulations, and confirms that no representation has been made to the Subscriber by or on behalf of the Company with respect thereto. (gf) The Subscriber will not resell any Subscribed for Flow-Through Shares except in accordance with the provisions of applicable securities legislation legislation, rules and regulations, and stock exchange rules.. The Subscriber understands and acknowledges that the Subscribed for Flow-Through Shares may not be resold in the United States or to a US Person as defined in Regulation S, as promulgated under the Securities Act, except pursuant to an effective registration statement, or an exemption from the registration provisions of the Securities Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Flow-Through Shares, or an available exemption from registration under the Securities Act, the Subscribed for Flow-Through Shares must be held indefinitely. Mogul Energy International, Inc. Regulation S Offering December 12, 2007

Transfer of Restrictions. (a) The Subscriber acknowledges that the certificates representing Subscribed for Shares shall bear a legend substantially as follows: The Subscriber further acknowledges that if the Subscriber is a resident of CanadaMogul Energy International, the certificates representing Subscribed for Shares shall also bear the applicable exemption required under National Instrument 45-102 - Resale of Securities (“NI 45-102”).Inc. Regulation S Offering December 12, 2007 (b) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Shares, without the Company being satisfied that such transfer is exempt from or not subject to registration under the U.S. 1933 Act Securities Act, and any applicable state securities laws, as well as the or applicable Canadian Securities Laws and, until such time as the Company may no longer be a “private issuer” as that term is defined in NI-45-106, a transfer of the Subscribed for Shares may only be effected with the consent of the Company’s board of directorsLaws. (c) In addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Shares under applicable Canadian Securities Law, including, but not limited to NI 45-102. (d) The Subscriber further acknowledges that the Company’s bylaws restrict the number of shareholders which the Company may have and prohibit transfers of the Company’s issued and outstanding securities without the consent of the Company’s Board of Directors. (e) The Subscriber understands and acknowledges that except as set forth in the Registration Rights Agreement, the Company is not obligated to file and has no present intention of filing with any state or provincial securities administrator or commission any registration statement or prospectus in respect of re-sales of the Subscribed for Shares in the United States or elsewhere. (fd) The Subscriber understands and acknowledges that in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Shares under applicable Canadian securities laws. (e) The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Subscribed for Shares as an investment for the Subscriber and the resale restrictions (including any "hold periods") to which the Subscribed for Shares will be subject under applicable securities legislation legislation, rules and regulations, and confirms that no representation has been made to the Subscriber by or on behalf of the Company with respect thereto. (gf) The Subscriber will not resell any Subscribed for Shares except in accordance with the provisions of applicable securities legislation legislation, rules and regulations, and stock exchange rules.. The Subscriber understands and acknowledges that the Subscribed for Shares may not be resold in the United States or to a US Person as defined in Regulation S, as promulgated under the Securities Act, except pursuant to an effective registration statement, or an exemption from the registration provisions of the Securities Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Shares, or an available exemption from registration under the Securities Act, the Subscribed for Shares must be held indefinitely. Mogul Energy International, Inc. Regulation S Offering December 12, 2007

Transfer of Restrictions. (a) The Subscriber acknowledges that the certificates representing Subscribed for Shares shall bear a legend substantially as follows: The Subscriber further acknowledges that if the Subscriber is a resident of Canada, the certificates representing Subscribed for Shares shall also bear the applicable exemption required under National Instrument 45-102 - Resale of Securities (“NI 45-102”).: (b) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Shares, without the Company being satisfied that such transfer is exempt from or not subject to registration under the U.S. 1933 Act and any applicable state securities laws, as well as the Canadian Securities Laws and, until such time as the Company may no longer be a “private issuer” as that term is defined in NI-45-106, a transfer of the Subscribed for Shares may only be effected with the consent of the Company’s board of directors. (c) In addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Shares under applicable Canadian Securities Law, including, but not limited to NI the B.C. Act and Multilateral Instrument 45-102102 adopted by the BCSC. (d) The Subscriber further acknowledges that the Company’s bylaws restrict the number of shareholders which the Company may have and prohibit transfers of the Company’s issued and outstanding securities without the consent of the Company’s Board of Directors. (e) The Subscriber understands and acknowledges that the Company is not obligated to file and has no present intention of filing with the Commission or with any state or provincial securities administrator or commission any registration statement or prospectus in respect of re-sales of the Subscribed for Shares in the United States or elsewhere. (f) The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Subscribed for Shares as an investment for the Subscriber and the resale restrictions (including "hold periods") to which the Subscribed for Shares will be subject under applicable securities legislation and confirms that no representation has been made to the Subscriber by or on behalf of the Company with respect thereto. (g) The Subscriber will not resell any Subscribed for Shares except in accordance with the provisions of applicable securities legislation and stock exchange rules.

Transfer of Restrictions. (a) The Subscriber acknowledges that the certificates representing Subscribed for Shares shall bear a legend substantially as follows: The Subscriber further acknowledges that if the Subscriber is a resident of Canada"THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, the certificates representing Subscribed for Shares shall also bear the applicable exemption required under National Instrument 45-102 - Resale of Securities AS AMENDED (“NI 45-102”)THE "1933 ACT") AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, IN COMPLIANCE WITH REGULATION S AND/OR OTHER APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, OR (B) IN CANADA OR TO RESIDENTS OF CANADA EXCEPT PURSUANT TO PROSPECTUS EXEMPTIONS UNDER THE APPLICABLE PROVINCIAL SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN EXEMPTION ORDER MADE BY THE APPROPRIATE PROVINCIAL SECURITIES REGULATOR, IN EACH CASE AS EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY." (b) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Shares, Shares without the Company being satisfied that such transfer is exempt from or not subject to registration under the U.S. 1933 Act and any applicable state securities laws, as well as the Canadian Securities Laws and, until such time as the Company may no longer be a “private issuer” as that term is defined in NI-45-106, a transfer of the Subscribed for Shares may only be effected with the consent of the Company’s board of directorsLaws. (c) In addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Shares under applicable Canadian Securities Law, including, but not limited to NI 45-102. (d) The Subscriber further acknowledges that the Company’s bylaws restrict the number of shareholders which the Company may have and prohibit transfers of the Company’s issued and outstanding securities without the consent of the Company’s Board of Directors. (e) The Subscriber understands and acknowledges that except as set forth in Section 7 hereof, the Company is not obligated to file and has no present intention of filing with the Commission or with any state or provincial securities administrator or commission any registration statement or prospectus in respect of re-sales of the Subscribed for Shares in the United country-regionplaceUnited States or elsewhere. (fd) The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Subscribed for Shares as an investment for the Subscriber and the resale restrictions (including "hold periods") to which the Subscribed for Shares will be subject under applicable securities legislation and confirms that no representation has been made to the Subscriber by or on behalf of the Company with respect thereto. (ge) The Subscriber will not resell any Subscribed for Shares except in accordance with the provisions of any applicable securities legislation and stock exchange rules.

Transfer of Restrictions. (a) The Subscriber acknowledges that the certificates representing Subscribed for Shares shall bear a legend substantially as follows: The Subscriber further acknowledges that if the Subscriber is a resident of Canada, the certificates representing Subscribed for Shares shall also bear the applicable exemption required under National Instrument 45-102 - Resale of Securities (“NI 45-102”).: (b) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Shares, without the Company being satisfied that such transfer is exempt from or not subject to registration under the U.S. 1933 Act and any applicable state securities laws, as well as the Canadian Securities Laws and, until such time as the Company may no longer be a “private issuer” as that term is defined in NI-45-106, a transfer of the Subscribed for Shares may only be effected with the consent of the Company’s board of directors. (c) In addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Shares under applicable Canadian Securities Law, including, but not limited to NI the B.C. Act and Multilateral Instrument 45-102102 adopted by the BCSC. (d) The Subscriber further acknowledges that the Company’s bylaws restrict the number of shareholders which the Company may have and prohibit transfers of the Company’s issued and outstanding securities without the consent of the Company’s Board of Directors. (e) The Subscriber understands and acknowledges that the Company is not obligated to file and has no present intention of filing with the Commission or with any state or provincial securities administrator or commission any registration statement or prospectus in respect of re-sales of the Subscribed for Shares in the United States or elsewhere. (fe) The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Subscribed for Shares as an investment for the Subscriber and the resale restrictions (including "hold periods") to which the Subscribed for Shares will be subject under applicable securities legislation and confirms that no representation has been made to the Subscriber by or on behalf of the Company with respect thereto. (gf) The Subscriber will not resell any Subscribed for Shares except in accordance with the provisions of applicable securities legislation and stock exchange rules.