Common use of Compliance with Section Clause in Contracts

Compliance with Section. 4(2). The undersigned understands and agrees that the following restrictions and limitations applicable to the purchase of the Securities which are being sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act: a. These Securities may not be sold, pledged, hypothecated or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or are exempt therefrom. b. A legend to the following effect will be placed on any certificates representing the Securities: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." c. Stop transfer instructions to the transfer agent, if any, of the Securities have been or will be placed with respect to the Securities so as to restrict resale, pledge, hypothecation, or other transfer thereof, subject to the provisions hereof, including the provisions of the legend referred to in paragraph b. above.

Compliance with Section. 4(2). The undersigned understands and agrees that the following restrictions and limitations applicable to the his purchase of the Securities Shares which are being sold to him in reliance on the exemption from registration contained in Section 4(2) of the Securities Act: a. These Securities Shares may not be sold, pledged, hypothecated or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or are exempt therefromthere from. b. A legend to the following effect will be placed on any certificates representing the SecuritiesShares: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." c. Stop transfer instructions to the transfer agent, if any, of the Securities Shares have been or will be placed with respect to the Securities Shares so as to restrict resale, pledge, hypothecation, or other transfer thereof, subject to the provisions hereof, including the provisions of the legend referred to in paragraph b. above. As set forth more fully in paragraph 3(f), the Company will take steps to allow Purchaser to freely sell the shares under Rule 144 or otherwise take steps to make the shares free trading after 12 months.

Compliance with Section. 4(2). The undersigned Subscriber understands and agrees that the following restrictions and limitations are applicable to the his, her or its purchase of the Securities which Units, are being sold to him, her or it in reliance on the exemption from registration contained in Section 4(2) of the Securities ActAct and/or the rules and regulations promulgated thereunder: a. These Securities A. None of the Units, Unit Shares, Warrants and Warrant Shares may not be sold, pledged, hypothecated or otherwise transferred unless they are registered registered, or otherwise exempt from registration, under the Securities Act and applicable state securities laws or are exempt therefromlaws. b. A B. Until an effective registration statement is in place, a legend to in substantially the following effect form will be placed on any certificates representing the SecuritiesUnits, Unit Shares, Warrants or Warrant Shares: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALESOLD, SOLD TRANSFERRED, ASSIGNED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OPINION OF COUNSEL (WHICH IS TO MAY BE ESTABLISHED COUNSEL TO THE SATISFACTION OF CORPORATION) SATISFACTORY TO THE COMPANYCORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." c. C. Stop transfer instructions to the transfer agent, if any, of the Securities Units, Unit Shares, Warrants or Warrant Shares have been or will be placed with respect to the Securities such securities so as to restrict resale, pledge, hypothecation, hypothecation or other transfer thereof, subject to the provisions hereof, including the provisions of the legend referred to in paragraph b. subparagraph B above.

Compliance with Section. 4(2). The undersigned understands Purchaser acknowledges and agrees that the following restrictions and limitations are applicable to the its purchase of the Securities Shares which are being sold to it in reliance on the exemption from registration contained in Section 4(2) of the Securities Act: a. These Securities The Shares may not be sold, pledged, hypothecated or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or are exempt therefrom. b. A legend to the following effect will be placed on any certificates representing the SecuritiesShares: "THE SECURITIES REPRESENTED EVIDENCED BY THIS THE CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") ), OR APPLICABLE STATE LAW AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACTNO INTEREST THEREIN MAY BE SOLD,. THE SECURITIES MAY NOT BE OFFERED FOR SALEDISTRIBUTED, SOLD ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE' STATE SECURITIES LAWS OR PURSUANT TO (2) THIS CORPORATION RECEIVES AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OPINION OF COUNSEL (WHICH IS TO MAY BE ESTABLISHED COUNSEL TO THE SATISFACTION OF COMPANY) SATISFACTORY TO THE COMPANYCOMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." c. Stop transfer instructions to the transfer agent, if any, of the Securities Shares have been or will be placed with respect to the Securities Shares so as to restrict resale, pledge, hypothecation, hypothexation or other transfer thereof, subject to the provisions hereof, including the provisions of the legend referred to in paragraph b. abovesubparagraph above for as long as shares are delisted.