Common use of Transfer or Encumbrance Clause in Contracts

Transfer or Encumbrance. (A) Mr. Last Name agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities or any New AmeriNet Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name serves on AmeriNet's board of directors and for an additional period of 90 days thereafter (the term of this agreement), except: (1) During such periods following the filing by AmeriNet of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's board of directors to provide currency of information required to avoid violation of restrictions under the Securities Act and the Exchange Act against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (B) No transactions permitted pursuant to Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name (sought by Director-Nominee or Director-Nominee's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's general counsel and president shall have specifically consented to the transaction in wiring pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's board of directors. (C) Mr. Last Name also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing his AmeriNet securities and that there will be placed on the certificates evidencing his AmeriNet securities legends stating in substance: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission."

Transfer or Encumbrance. (A) Mr. Last Name Xx. Xxxxx agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities or any New AmeriNet DELTA Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name Xx. Xxxxx serves on AmeriNet's DELTA board of directors and for an additional period of 90 days thereafter (after the term of this agreement), except: (1) During such periods following the filing by AmeriNet DELTA of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's DELTA board of directors to provide currency of current information required to avoid violation of restrictions under the Securities Act and the Securities and Exchange Commission Exchange Act of 1934, as amended (the “Exchange Act”), against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet DELTA (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (B) No transactions permitted pursuant to Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name Xx. Xxxxx (which legal counsel is reasonably satisfactory to AmeriNet), DELTA) shall have advised AmeriNet DELTA in a written opinion letter satisfactory to AmeriNet DELTA and AmeriNet's DELTA legal counsel, and upon which AmeriNet DELTA and its legal counsel may rely, that no registration under the Securities Act would be is required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Stock the DELTA stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name Xx. Xxxxx (sought by Director-Nominee or Director-Nominee's ’s legal counsel, with a copy thereof and all other related communications delivered to AmeriNetDELTA) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's DELTA general counsel and president shall have specifically consented to the transaction in wiring writing pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's DELTA board of directors. (C) Mr. Last Name Xx. Xxxxx also understands and agrees that stop stop-transfer instructions will be given to AmeriNet's DELTA transfer agent with respect to certificates evidencing his AmeriNet DELTA securities and that there this will be placed on the certificates evidencing his AmeriNet DELTA securities legends stating in substance: "“The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred transferred, pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's ’s satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission."”

Transfer or Encumbrance. (A) Mr. Last Name Xxx. Xxxxxxx agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet Xxx. Xxxxxxx'x Explorations securities or any New AmeriNet Explorations Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name Xxx. Xxxxxxx serves on AmeriNet's Explorations' board of directors and for an additional period of 90 days thereafter (after the term of this agreement), except: (1) During such periods following the filing by AmeriNet Explorations of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's Explorations' board of directors to provide currency of current information required to avoid violation of restrictions under the Securities Act and the Securities and Exchange Commission Exchange Act of 1934, as amended (the "Exchange Act"), against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet Explorations (including requirements imposed upon its transfer agent) to assure compliance with the foregoing.. Explorations Group, Inc. Agreement to Serve as Director - 8 (B) No transactions permitted pursuant to Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name Xxx. Xxxxxxx (which legal counsel is reasonably satisfactory to AmeriNet), Explorations) shall have advised AmeriNet Explorations in a written opinion letter satisfactory to AmeriNet Explorations and AmeriNet's Explorations' legal counsel, and upon which AmeriNet Explorations and its legal counsel may rely, that no registration under the Securities Act would be is required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Stock the Explorations' stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name Xxx. Xxxxxxx (sought by Director-Nominee or Director-Nominee's legal counsel, with a copy thereof and all other related communications delivered to AmeriNetExplorations) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's Explorations' general counsel and president shall have specifically consented to the transaction in wiring writing pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's Explorations' board of directors. (C) Mr. Last Name Xxx. Xxxxxxx also understands and agrees that stop stop-transfer instructions will be given to AmeriNet's Explorations' transfer agent with respect to certificates evidencing his AmeriNet her Explorations securities and that there will be placed on the certificates evidencing his AmeriNet her Explorations securities legends stating in substance: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred transferred, pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission."

Transfer or Encumbrance. (A) Mr. Last Name Del agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities or any New AmeriNet DELTA Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name Del serves on AmeriNet's DELTA board of directors and for an additional period of 90 days thereafter (after the term of this agreement), except: (1) During such periods following the filing by AmeriNet DELTA of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's DELTA board of directors to provide currency of current information required to avoid violation of restrictions under the Securities Act and the Securities and Exchange Commission Exchange Act of 1934, as amended (the "Exchange Act"), against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet DELTA (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (B) No transactions permitted pursuant to Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name Del (which legal counsel is reasonably satisfactory to AmeriNet), DELTA) shall have advised AmeriNet DELTA in a written opinion letter satisfactory to AmeriNet DELTA and AmeriNet's DELTA legal counsel, and upon which AmeriNet DELTA and its legal counsel may rely, that no registration under the Securities Act would be is required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Stock the DELTA stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name Del (sought by Director-Nominee or Director-Nominee's legal counsel, with a copy thereof and all other related communications delivered to AmeriNetDELTA) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's DELTA general counsel and president shall have specifically consented to the transaction in wiring writing pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's DELTA board of directors. (C) Mr. Last Name Del also understands and agrees that stop stop-transfer instructions will be given to AmeriNet's DELTA transfer agent with respect to certificates evidencing his AmeriNet DELTA securities and that there this will be placed on the certificates evidencing his AmeriNet DELTA securities legends stating in substance: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred transferred, pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission."

Transfer or Encumbrance. (Ai) Mr. Last Name Director agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities or any New AmeriNet of the Company’s Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name serves on AmeriNet's board of directors and for an additional period of 90 days thereafter (the term of this agreement), except: (1) During such periods following the filing by AmeriNet of reports unless in accordance with the Securities Company’s code of ethics, xxxxxxx xxxxxxx policy (and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's board of directors to provide currency of information required to avoid violation of restrictions under the Securities Act other applicable Company policies) and the Exchange Act against trading on inside informationapplicable law. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (Bii) No transactions permitted pursuant to Section 5.2(A5(a) shall be effected until: (1) Legal counsel representing Mr. Last Name Director (which legal counsel is reasonably satisfactory to AmeriNet), the Company ) shall have advised AmeriNet the Company in a written opinion letter satisfactory to AmeriNet the Company and AmeriNet's the Company’s legal counsel, and upon which AmeriNet the Company and its legal counsel may rely, that no registration under the Securities Act would be or applicable state blue sky laws is required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Stock the Company’s securities proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name Director (sought by Director-Nominee Director or Director-Nominee's ’s legal counsel, with a copy thereof and all other related communications delivered to AmeriNetthe Company) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's general The Company’s legal counsel and president President shall have specifically consented to the transaction in wiring writing pursuant to authority delegated in a specific resolution of the regulatory affairs committee Board of AmeriNet's board of directorsDirectors. (Ciii) Mr. Last Name also The Company will not be required (1) to transfer on its books any Securities that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (2) to treat as owner of such Securities, or to accord the right to vote or pay dividends, to any purchaser or other transferee to whom such Securities have been so transferred. (iv) Director agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. Director understands and agrees that stop transfer instructions the Company will place the legends set forth below or similar legends on any stock certificate(s) evidencing the Securities, together with any other legends that may be given to AmeriNet's transfer agent with respect to certificates evidencing his AmeriNet required by state or federal securities laws, the Articles or Bylaws, any other agreement between Director and that there will be placed on the certificates evidencing his AmeriNet securities legends stating in substanceCompany or any agreement between Director and any third party: "The securities represented by this certificate were issued without registration under the Securities Act of THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED (THE “1933 ACT”). THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, or comparable state laws in reliance on the provisions of Section 4(1)OR IN CONNECTION WITH, 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange ActTHE SALE OR DISTRIBUTION THEREOF. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the CommissionNO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT."

Transfer or Encumbrance. (A) Mr. Last Name The Director agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet the Director’s PUGET securities or any New AmeriNet PUGET Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name the Director serves on AmeriNet's PUGET’s board of directors and for an additional period of 90 days thereafter (the term of this agreement), except: (1) During such periods following the filing by AmeriNet PUGET of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's PUGET’s board of directors to provide currency of information required to avoid violation of restrictions under the Securities Act and the Exchange Act against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet PUGET (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (B) No transactions permitted pursuant to Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name the Director (which legal counsel is reasonably satisfactory to AmeriNetPUGET), shall have advised AmeriNet PUGET in a written opinion letter satisfactory to AmeriNet PUGET and AmeriNet's PUGET’s legal counsel, and upon which AmeriNet PUGET and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's PUGET’s Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "“Commission"”) and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name the Director (sought by the Director-Nominee or the Director-Nominee's ’s legal counsel, with a copy thereof and all other related communications delivered to AmeriNetPUGET) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's PUGET’s general counsel and president shall have specifically consented to the transaction in wiring pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's PUGET’s board of directors. (C) Mr. Last Name The Director also understands and agrees that stop transfer instructions will be given to AmeriNet's PUGET’s transfer agent with respect to certificates evidencing his AmeriNet or her PUGET securities and that there will be placed on the certificates evidencing his AmeriNet or her PUGET securities legends stating in substance: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission.":

Transfer or Encumbrance. Debtor will not (Ai) Mr. Last Name agrees not to sell, assign (by operation of law or otherwise), transfer, sell, exchange, pledge lease or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities (each a “Disposition”) any of the Collateral or any New AmeriNet Securities acquired other Property, or (ii) xxxxx x xxxx or security interest in or execute, file or record any financing statement or other security instrument with respect to make any offer or agreement relating thereto during of the time that Mr. Last Name serves on AmeriNet's board of directors and for an additional period of 90 days thereafter (Collateral, other than the term of this agreement)Permitted Encumbrances, except, with respect to clause (i) above, for: (1i) During such periods following the filing by AmeriNet of reports with the Securities Dispositions described on Schedule 8(f) and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's board of directors other Dispositions previously disclosed in writing to provide currency of information required to avoid violation of restrictions under the Securities Act and the Exchange Act against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities ActLender; (bii) Dispositions of inventory and other goods, services and other Property in the ordinary course of business; (iii) Dispositions of Property between or among any Person constituting Debtor and between Debtor and any other Subsidiary, the equity interests of which have been pledged to Lender hereunder (provided, however, that any such Disposition does not adversely affect the validity or priority of Lender’s lien on such Property); (iv) Dispositions constituting dividends and distributions permitted under Section 8(e) and Dispositions constituting transactions permitted under Sections 13D 8(b), 8(c), 8(h) or 8(j); (v) Dispositions of any item of Property of Debtor which is worn out or obsolete and 16(ais replaced by other Property of substantially equal suitability and value, owned by Debtor and made subject to the security interest under this Agreement, but which is otherwise free and clear of any lien, security interest, encumbrance or adverse claim (other than Permitted Encumbrances); (vi) Dispositions (whether voluntary or involuntary) of any Property of Debtor in the Exchange Actordinary course of business or as a result of any condemnation or similar governmental taking or casualty event, including requirements pertaining provided that the net cash proceeds of any such Disposition are reinvested (whether through reparation, restoration, improvement or replacement thereof) in Property useful to timely filing the business of Commission Forms 3, 4 Debtor within ninety (90) days following receipt thereof; (vii) Dispositions of the equity interests of any Subsidiary of any Person constituting part of Debtor and 5 Dispositions constituting the sale or Schedule 13-Dissuance of any Subsidiary’s equity interests to any Person constituting part of Debtor; provided such Subsidiary or Person does not own any Property that is part of the Borrowing Base; (viii) Dispositions at any time of any Property not included in the Borrowing Base at such time which in the aggregate do not exceed $500,000 at any time outstanding; and (3ix) In full compliance with the procedures established by AmeriNet Dispositions of other Property (including requirements imposed upon its transfer agent) in addition to assure compliance with the foregoing. (B) No transactions any Dispositions permitted pursuant to in this Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name (which legal counsel is reasonably satisfactory to AmeriNet8(f)), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that if (a) all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with proceeds of such Disposition are used to prepay the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name (sought by Director-Nominee or Director-Nominee's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission would take no actionLoan, or that the staff of the Commission would not recommend that the Commission take any action(b) immediately after giving effect to such Disposition, with respect to the proposed disposition if consummated; or (4) AmeriNet's general counsel and president shall have specifically consented to the transaction in wiring pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's board of directorsno Overadvance exists. (C) Mr. Last Name also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing his AmeriNet securities and that there will be placed on the certificates evidencing his AmeriNet securities legends stating in substance: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission."

Transfer or Encumbrance. (A) Mr. Last Name Del agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities or any New AmeriNet TNPS Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name Del serves on AmeriNet's TNPS board of directors and for an additional period of 90 days thereafter (after the term of this agreement), except: (1) During such periods following the filing by AmeriNet TNPS of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's TNPS board of directors to provide currency of current information required to avoid violation of restrictions under the Securities Act and the Securities and Exchange Commission Exchange Act of 1934, as amended (the "Exchange Act"), against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet TNPS (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (B) No transactions permitted pursuant to Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name Del (which legal counsel is reasonably satisfactory to AmeriNet), TNPS) shall have advised AmeriNet TNPS in a written opinion letter satisfactory to AmeriNet TNPS and AmeriNet's TNPS legal counsel, and upon which AmeriNet TNPS and its legal counsel may rely, that no registration under the Securities Act would be is required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Stock the TNPS stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name Del (sought by Director-Nominee or Director-Nominee's legal counsel, with a copy thereof and all other related communications delivered to AmeriNetTNPS) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's TNPS general counsel and president shall have specifically consented to the transaction in wiring writing pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's TNPS board of directors. (C) Mr. Last Name Del also understands and agrees that stop stop-transfer instructions will be given to AmeriNet's TNPS transfer agent with respect to certificates evidencing his AmeriNet TNPS securities and that there this will be placed on the certificates evidencing his AmeriNet TNPS securities legends stating in substance: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred transferred, pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission."

Transfer or Encumbrance. (A) Mr. Last Name _____ agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities or any New AmeriNet Pop Starz Records Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name _____ serves on AmeriNet's Pop Starz Records board of directors and for an additional period of 90 days thereafter (after the term of this agreement), except: (1) During such periods following the filing by AmeriNet Pop Starz Records of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's Pop Starz Records board of directors to provide currency of current information required to avoid violation of restrictions under the Securities Act and the Securities and Exchange Commission Exchange Act of 1934, as amended (the "Exchange Act"), against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet Pop Starz Records (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (B) No transactions permitted pursuant to Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name _____ (which legal counsel is reasonably satisfactory to AmeriNet), Pop Starz Records) shall have advised AmeriNet Pop Starz Records in a written opinion letter satisfactory to AmeriNet Pop Starz Records and AmeriNet's Pop Starz Records legal counsel, and upon which AmeriNet Pop Starz Records and its legal counsel may rely, that no registration under the Securities Act would be is required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Stock the Pop Starz Records stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name _____ (sought by Director-Nominee or Director-Nominee's legal counsel, with a copy thereof and all other related communications delivered to AmeriNetPop Starz Records) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's Pop Starz Records general counsel and president shall have specifically consented to the transaction in wiring writing pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's Pop Starz Records board of directors. (C) Mr. Last Name _____ also understands and agrees that stop stop-transfer instructions will be given to AmeriNet's Pop Starz Records transfer agent with respect to certificates evidencing his AmeriNet Pop Starz Records securities and that there this will be placed on the certificates evidencing his AmeriNet Pop Starz Records securities legends stating in substance: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred transferred, pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission."

Transfer or Encumbrance. (A) Mr. Last Name The Director Nominee agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet the Director Nominee’s Puget securities or any New AmeriNet Puget Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name the Director Nominee serves on AmeriNet's Puget’s board of directors and for an additional period of 90 days thereafter (the term of this agreement), except: (1) During such periods following the filing by AmeriNet Puget of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's Puget’s board of directors to provide currency of information required to avoid violation of restrictions under the Securities Act and the Exchange Act against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet Puget (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (B) No transactions permitted pursuant to Section 5.2(A6.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name the Director Nominee (which legal counsel is reasonably satisfactory to AmeriNetPuget), shall have advised AmeriNet Puget in a written opinion letter satisfactory to AmeriNet Puget and AmeriNet's Puget’s legal counsel, and upon which AmeriNet Puget and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Puget’s Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "“Commission"”) and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name the Director Nominee (sought by Directorthe Director Nominee-Nominee or Director-the Director Nominee- Nominee's ’s legal counsel, with a copy thereof and all other related communications delivered to AmeriNetPuget) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's Puget’s general counsel and president shall have specifically consented to the transaction in wiring pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's Puget’s board of directors. (C) Mr. Last Name The Director Nominee also understands and agrees that stop transfer instructions will be given to AmeriNet's Puget’s transfer agent with respect to certificates evidencing his AmeriNet or her Puget securities and that there will be placed on the certificates evidencing his AmeriNet or her Puget securities legends stating in substance: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission.":

Transfer or Encumbrance. (A) Mr. Last Name Xx. Xxxxxx agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities or any New AmeriNet DELTA Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name Xx. Xxxxxx serves on AmeriNet's DELTA board of directors and for an additional period of 90 days thereafter (after the term of this agreement), except: (1) During such periods following the filing by AmeriNet DELTA of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's DELTA board of directors to provide currency of current information required to avoid violation of restrictions under the Securities Act and the Securities and Exchange Commission Exchange Act of 1934, as amended (the “Exchange Act”), against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet DELTA (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (B) No transactions permitted pursuant to Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name Xx. Xxxxxx (which legal counsel is reasonably satisfactory to AmeriNet), DELTA) shall have advised AmeriNet DELTA in a written opinion letter satisfactory to AmeriNet DELTA and AmeriNet's DELTA legal counsel, and upon which AmeriNet DELTA and its legal counsel may rely, that no registration under the Securities Act would be is required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof thiseof have been complied with; or (2) A registration statement under the Securities Act covering AmeriNet's Stock the DELTA stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name Xx. Xxxxxx (sought by Director-Nominee or Director-Nominee's legal counsel, with a copy thereof and all other related communications delivered to AmeriNetDELTA) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated; or (4) AmeriNet's DELTA general counsel and president shall have specifically consented to the transaction in wiring writing pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's DELTA board of directors. (C) Mr. Last Name Xx. Xxxxxx also understands and agrees that stop stop-transfer instructions will be given to AmeriNet's DELTA transfer agent with respect to certificates evidencing his AmeriNet DELTA securities and that there this will be placed on the certificates evidencing his AmeriNet DELTA securities legends stating in substance: "“The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. These securities may not be transferred transferred, pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission."”