Common use of Restricted Shares Clause in Contracts

Restricted Shares. All shares of the Human BioSystems Common Stock to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunder.

Restricted Shares. All shares Purchaser understands and acknowledges that the Shares have not been, and will not as of the Human BioSystems Common Stock to time issued, be received by registered under the San West Stockholders Securities Act and Dutchess Advisors LLC hereunder shall that they will be restricted issued in their resale as provided in reliance upon exemptions from the registration requirements of the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares for which a Registration Statement is not effective, Purchaser is aware: (“Rule 144”a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which shall legend will read substantially as follows: THESE SECURITIES (THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED UNLESS A OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER FOR THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION UNDER THE SECURITIES ACTIS NOT REQUIRED. The restricted nature legend set forth above shall be promptly removed, and the Company shall issue a certificate without such legend to the holder of any such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockUnlegended Shares (as defined below) upon which such legend is stamped, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardif, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register unless otherwise required by state securities laws, (i) such Shares are registered for resale pursuant to under the Securities Act, (ii) in connection with a sale transaction, such holder provides the shares Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of such Shares may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the Human BioSystems Common Stock legend set forth above in the event the Shares are registered for resale on an effective registration statement, the Company reserves the right to be received affix a legend on certificates representing such Shares that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. The Company shall bear the cost of the removal of any legend as anticipated by them hereunderthis SECTION 7.

Restricted Shares. All Such Former Member understands and agrees that the shares of the Human BioSystems Company’s Common Stock issuable under this Agreement are restricted shares under the Securities Act and may not be sold except pursuant to be received by an effective registration statement or an exemption from the San West Stockholders registration requirements of the Securities Act and Dutchess Advisors LLC hereunder shall be restricted in their resale applicable state securities laws, and will bear a restrictive legend as provided in required under the Securities Act, and shall contain a legend as required by Rule 144 promulgated under in substantially the Securities Act (“Rule 144”) which shall read as followsfollowing form: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACTACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The restricted nature THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to under the Securities Act. As a condition of transfer, the shares of the Human BioSystems Common Stock any such transferee shall agree in writing to be received bound by them hereunderthe terms of this Agreement.

Restricted Shares. All shares of Sundog understands and acknowledges that the Human BioSystems Common Stock to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated Envision Shares have not been registered under the Securities Act of 1933, as amended) (“the "Act"), or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Sundog agrees that it will not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144”144 under the Act, pursuant to registration under the Act, or pursuant to another available exemption from registration. With regard to the restrictions on resales of the Envision Shares, Sundog is aware (i) of the limitations and applicability of Rule 144 of the Act; (ii) that Envision will issue stop transfer orders to its stock transfer agent; and (iii) that a restrictive legend will be placed on certificates representing the Envision Shares, to the extent such restrictions apply, which shall legend will read substantially as follows: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY AND STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY INTEREST THEREIN STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT HYPOTHECATED WITHOUT COMPLIANCE WITH RESPECT THERETO IS EFFECTIVE THE PROVISIONS OF RULE 144 UNDER THE SECURITIES ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardREASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderTHAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Shares. All shares of the Human BioSystems Quality Resource Technologies Common Stock to be received by the San West TRQ Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Quality Resource Technologies Common Stock, each San West Stockholder TRQ Stockholders shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West TRQ Stockholders shall acknowledge that Human BioSystems Quality Resource Technologies does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Quality Resource Technologies Common Stock to be received by them hereunder.

Restricted Shares. All shares of the Human BioSystems Global Earth Common Stock to be received by the San West Stockholders and Dutchess Advisors LLC 688239 B.C. Stockholder hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Global Earth Common Stock, each San West the 688239 B.C. Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders 688239 B.C. Stockholder shall acknowledge that Human BioSystems Global Earth does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Global Earth Common Stock to be received by them him hereunder.

Restricted Shares. All shares Each Purchaser understands and acknowledges that the Shares have not been registered under the Act, or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to the Company that registration is not required for such resale. Each Purchaser agrees that it will not resell any Shares unless such resale transaction is in accordance with Rule 144 under the Act, pursuant to registration under the Act, or pursuant to another available exemption from registration. With regard to the restrictions on resales of the Human BioSystems Common Stock to be received by Shares, each Purchaser is aware (i) of the San West Stockholders limitations and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the applicability of Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act (“Exchange Commission Rule 144”; (ii) that the Company will issue stop transfer orders to its stock transfer agent; and (iii) that a restrictive legend will be placed on certificates representing the Shares, to the extent such restrictions apply, which shall legend will read substantially as follows: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY AND STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY INTEREST THEREIN STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT HYPOTHECATED WITHOUT COMPLIANCE WITH RESPECT THERETO IS EFFECTIVE THE PROVISIONS OF RULE 144 UNDER THE SECURITIES ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE, THAT SUCH REGISTRATION IS NOT REQUIRED. The restricted nature of company will terminate such shares shall not be taken into account or any quoted price stock transfer orders and remove such legend with respect to such of the shares on the Effective Date. Upon receipt Shares as to which any of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not foregoing conditions have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderbeen satisfied.

Restricted Shares. All shares The Shares have not been registered with the SEC or with the securities authority or any state or other jurisdiction. Accordingly the Shares are “restricted securities” within the meaning of the Human BioSystems Common Stock to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act. The Selling Stockholders agree that the Shares, and any Common Stock acquired pursuant to the Earnout, may only be disposed of in compliance with federal and state securities laws. In connection with any transfer of Shares or Common Stock, Axesstel may require the transferor thereof to provide an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to Axesstel, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. The Selling Stockholders acknowledge that any certificate representing the Shares may contain a legend as required by Rule 144 promulgated under substantially in the Securities Act (“Rule 144”) which shall read as followsfollowing form: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderTHE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restricted Shares. All shares Purchaser understands and acknowledges that the Shares have not been, and will not as of the Human BioSystems Common Stock to time issued, be received by registered under the San West Stockholders Securities Act and Dutchess Advisors LLC hereunder shall that they will be restricted issued in their resale as provided in reliance upon exemptions from the registration requirements of the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares for which a Registration Statement is not effective, Purchaser is aware: (“Rule 144”a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which shall legend will read substantially as follows: THESE SECURITIES (THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED UNLESS A OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER FOR THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION UNDER THE SECURITIES ACTIS NOT REQUIRED. The restricted nature legend set forth above shall be promptly removed, and the Company shall issue a certificate without such legend to the holder of any such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockUnlegended Shares (as defined below) upon which such legend is stamped, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardif, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register unless otherwise required by state securities laws, (i) such Shares are registered for resale pursuant to under the Securities Act, (ii) in connection with a sale transaction, such holder provides the shares Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of such Shares may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the Human BioSystems Common Stock legend set forth above in the event the Shares are registered for resale on an effective registration statement, the Company reserves the right to be received affix a legend on certificates representing such Shares that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. The Company shall bear the cost of the removal of any legend as anticipated by them hereunderthis Section 7.

Restricted Shares. All shares of The Licensors acknowledge and ----------------- agree that the Human BioSystems Royalty Shares (i) are authorized but previously unissued Common Stock to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated which have not been registered under the Securities Act of 1933, as amended (“Rule 144”"the Act"), or any state securities laws, (ii) which have been acquired for investment purposes only and not with a view to distribution or resale, (iii) may not be sold or transferred unless such shares have been registered under the Act and such applicable state securities laws, or unless in the opinion of counsel acceptable to LaserSight an exemption from registration is available, and (iv) the certificates representing such shares shall read as followsbear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACTLAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The restricted nature of such shares shall not be taken into account or any quoted price Royalty Shares have those registration rights that are more fully described in that certain Registration Rights Agreement, dated as of the shares on the Effective Amendment Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement substantially in the form which is attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunder.Exhibit A.

Restricted Shares. All shares Rock understands and acknowledges that the Envision Shares have not been registered under the Act or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Rock agrees that it will not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144 under the Act, pursuant to registration under the Act, or pursuant to another available exemption from registration. With regard to the restrictions on resales of the Human BioSystems Common Stock to be received by Envision Shares, Rock is aware (i) of the San West Stockholders limitations and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by applicability of Rule 144 promulgated under of the Securities Act Act; (“Rule 144”ii) that Envision will issue stop transfer orders to its stock transfer agent; and (iii) that a restrictive legend will be placed on certificates representing the Envision Shares, to the extent such restrictions apply, which shall legend will read substantially as follows: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY AND STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY INTEREST THEREIN STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT HYPOTHECATED WITHOUT COMPLIANCE WITH RESPECT THERETO IS EFFECTIVE THE PROVISIONS OF RULE 144 UNDER THE SECURITIES ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunder.ACT OR THE COMPANY HAS

Restricted Shares. All shares The Purchasers understand and acknowledge that the Shares have not been registered under the Act, or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that an exemption from registration is available for such resale. With regard to the restrictions on resales of the Human BioSystems Common Stock Shares, the Purchasers are aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) that the Company will issue stop transfer orders to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided its stock transfer agent in the Securities Actevent of attempts to improperly transfer any such securities; and (iii) that a restrictive legend will be placed on certificates representing the Shares, and shall contain a which legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall will read substantially as follows: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY AND STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY INTEREST THEREIN STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE TRANSFERRED UNLESS A HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT AND ANY OR APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION UNDER REQUIREMENTS. FURTHERMORE, THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockUNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardSATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderTHAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

Restricted Shares. All shares of Quadrivium acknowledges and agrees that the Human BioSystems Quadrivium Shares (i) are authorized but previously unissued Common Stock to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated which have not been registered under the Securities Act of 1933, as amended (“Rule 144”"the Act") which or any state securities laws, (ii) have been acquired for investment purposes and not with a view to distribution or resale, (iii) may not be sold or transferred unless such shares have been registered under the Act, or unless an exemption from registration is available, and (iv) the certificates representing such shares shall read as followsbear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACTLAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The restricted nature of such shares shall not be taken into account or any quoted price Quadrivium Shares have those registration rights that are more fully described in that certain Registration Rights Agreement, dated as of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stockdate hereof, each San West Stockholder shall execute a Subscription Agreement in between Quadrivium and LaserSight Incorporated, the form of which is attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderExhibit 3.

Restricted Shares. All shares of the Human BioSystems ▇▇▇▇▇▇▇▇ Common Stock to be received by the San West ▇▇▇▇ Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) ), which shall read as follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems ▇▇▇▇▇▇▇▇ Common Stock, each San West ▇▇▇▇ Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment Exhibit A. In that regard, the San West ▇▇▇▇ Stockholders shall acknowledge that Human BioSystems ▇▇▇▇▇▇▇▇ does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems ▇▇▇▇▇▇▇▇ Common Stock to be received by them hereunder.

Restricted Shares. All shares The undersigned understands and acknowledges that the Shares have not been registered under the Act, or any state securities laws, and will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that an exemption from registration is available for such resale. With regard to the restrictions on resales of the Human BioSystems Common Stock Shares, the undersigned is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) that the Company will issue stop transfer orders to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided its stock transfer agent in the Securities Actevent of attempts to improperly transfer the Shares; and (iii) that a restrictive legend will be placed on the certificates representing the Shares, and shall contain a which legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall will read substantially as follows: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY AND STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY INTEREST THEREIN STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE TRANSFERRED UNLESS A HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT AND ANY OR APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION UNDER REQUIREMENTS. FURTHERMORE, THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockUNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardSATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderTHAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

Restricted Shares. All shares of the Human BioSystems Common Stock to be received by the San West Stockholders Such Stockholder acknowledges, understands and Dutchess Advisors LLC hereunder shall be restricted agrees 4.6.1 The NetVision Shares set forth as consideration in their resale as provided in Section 3 have not been registered with the Securities Act, and shall contain a legend as required by Rule 144 promulgated Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (“Rule 144”the "Securities Act") which and have not been registered under any state securities law. The NetVision Shares may not be resold or redistributed without registration under the Securities Act and any applicable state securities laws, unless an applicable exemption from such registration is available. 4.6.2 The NetVision Shares being acquired by such Stockholder under this Agreement, are being acquired for such Stockholder's own account, for investment purposes, not for the interest of any other person, firm or entity, and not with a view to or present intention of reselling or distributing all or any portion of, or interest in, the NetVision Shares. 4.6.3 Such Stockholder does not have any right to compel NetVision to register the NetVision Shares under the Securities Act or any state securities law and such Stockholder acknowledges that NetVision has no present intention of registering the NetVision shares, unless as specified in a Registration Rights Agreement, and then only to the extent contained therein, and in the form attached hereto. 4.6.4 Such Stockholder has such knowledge and experience in financial and business matters that he is capable by himself of evaluating the merits and risks of his investment in the NetVision Shares and of making an informed investment decision. 4.6.5 Such Stockholder has sought and received competent professional accounting advice from a qualified professional with regard to the tax consequences of owning NetVision Shares and of this transaction in general. 4.6.6 The certificates evidencing the NetVision Shares shall read as followsbear the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE STOCK CERTIFIED HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES ACT (THE "STATE ACTS") OR THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH . THE SHARES NOR ANY INTEREST THEREIN MAY CANNOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED UNLESS A DISPOSED OF WITHOUT EITHER REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderREGISTRATION.

Restricted Shares. All shares PA&E understands and acknowledges that the Shares have not been, and will not be as of the Human BioSystems Common Stock to time issued, registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they will be received by issued in reliance upon exemptions from the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in registration requirements of the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares, PA&E is aware (“Rule 144”a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (b) that a restrictive legend will be placed on certificates representing the Shares, which shall legend will read substantially as follows: THESE SECURITIES ARE NOT REGISTERED WITH THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED UNDER THE ACT, INCLUDING EXEMPTIONS UNDER SECTION 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER STATE LAW. THESE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockMAY NOT BE RESOLD, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardTRANSFERRED, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities ActPLEDGED, the shares of the Human BioSystems Common Stock to be received by them hereunderASSIGNED OR HYPOTHECATED UNLESS SUCH SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IS AVAILABLE.

Restricted Shares. All shares Purchaser understands and acknowledges that if the Securities have not been, and will not as of the Human BioSystems Common Stock to time issued be, registered under the Securities Act, they will be received by issued in reliance upon exemptions from the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in registration requirements of the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are included in an effective Registration Statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Securities, Purchaser is aware (“Rule 144”a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any Securities; and (b) that a restrictive legend will be placed on certificates representing the Securities, which shall legend will read substantially as follows: THESE SECURITIES ARE NOT REGISTERED WITH THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED UNDER THE ACT, INCLUDING EXEMPTIONS UNDER SECTIONS 3(b) AND 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER STATE LAW. ACCORDINGLY, THESE SECURITIES ACTMAY NOT BE RESOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED UNLESS SUCH SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IS AVAILABLE. The restricted nature legend set forth above shall be promptly removed without additional cost or delay, and the Company shall issue a certificate without such legend to the holder of such shares shall not be taken into account or any quoted price of the shares on Securities upon which such legend is stamped (or to the Effective Date. Upon receipt of the Human BioSystems Common Stockholder's assignee), each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardif, the San West Stockholders shall acknowledge that Human BioSystems does not unless otherwise required by state securities laws, (i) such securities are registered for resale, or have any obligation to register for resale pursuant to been sold, under an effective registration statement under the Securities Act, (ii) in connection with a sale transaction, such holder provides the shares Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Human BioSystems Common Stock Securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be received immediately sold. Notwithstanding the removal of the legend set forth above, in the event the Securities are registered for resale on an effective registration statement, the Company reserves the right to affix a legend on certificates representing the Securities that any selling shareholder named in the registration statement must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. The Company shall bear the cost of the removal of any legend as anticipated by them hereunderthis Section 7.

Restricted Shares. All shares Purchaser understands and acknowledges that the Securities have not been, and will not as of the Human BioSystems Common Stock to time issued, registered under the Securities Act and that they will be received by issued in reliance upon exemptions from the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in registration requirements of the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Securities, Purchaser is aware (“Rule 144”a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (b) that a restrictive legend will be placed on certificates representing the Securities, which shall legend will read substantially as follows: THESE SECURITIES ARE NOT REGISTERED WITH THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED UNDER THE ACT, INCLUDING EXEMPTIONS UNDER SECTIONS 3(b) AND 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER SATE LAW. ACCORDINGLY, THESE SECURITIES ACTMAY NOT BE RESOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED UNLESS SUCH SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IS AVAILABLE. The restricted nature legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the holder of any such Securities upon which such legend is stamped promptly and, in the case of clauses (i) or (ii) below, no later than the Delivery Date, as such term is defined below, if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the Securities Act and Purchaser notifies the Company of a sale of all or a portion of such shares shall not Securities after such registration is declared effective, (ii) in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of such Securities may be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to made without registration under the Securities Act, or (iii) such holder provides the shares Company with reasonable assurances that such Securities can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the Human BioSystems Common Stock legend set forth above in the event the Securities are registered for resale on an effective registration statement, the Company reserves the right to be received affix a legend on certificates representing such Securities that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. The Company shall bear the cost of the removal of any legend as anticipated by them hereunderthis Section 7.

Restricted Shares. All shares The undersigned understands and acknowledges that the Shares have not been registered under the Act, or any state securities laws, and will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that an exemption from registration is available for such resale. With regard to the restrictions on resales of the Human BioSystems Common Stock Shares, the undersigned is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) that the Company will issue stop transfer orders to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided its stock transfer agent in the Securities Actevent of attempts to improperly transfer the Shares; and (iii) that a restrictive legend will be placed on the certificates representing the Shares, and shall contain a which legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall will read substantially as follows: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”), ") OR ANY STATE UNDER THE SECURITIES LAWS AND NEITHER SUCH SHARES NOR OF ANY INTEREST THEREIN STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE TRANSFERRED UNLESS A HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT AND ANY OR APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION UNDER REQUIREMENTS. FURTHERMORE, THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockUNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardSATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderTHAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

Restricted Shares. All shares The Purchaser understands and acknowledges that the Preferred Shares have not been registered under the Securities Act and that they will be issued in reliance upon exemptions from the registration requirements of the Human BioSystems Common Stock to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Preferred Shares (“Rule 144”and any shares of Common Stock issued upon conversion of the Preferred Shares), the Purchaser is aware (a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (b) that a restrictive legend will be placed on certificates representing the Preferred Shares (and the shares of Common Stock issued upon conversion thereof), which shall legend will read substantially as follows: THESE SECURITIES ARE NOT REGISTERED WITH THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATIONS PROMULGATED UNDER THE ACT, INCLUDING EXEMPTIONS UNDER SECTIONS 3(b) AND 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER SATE LAW. THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderHAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY REGULATORY AGENCY AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Restricted Shares. All Holder understands that the shares of the Human BioSystems Common Stock to issuable upon conversion of this Note will be received by “restricted securities” within the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Rule 144Securities Act”), and may not be sold, pledged, assigned or transferred and must be held indefinitely in the absence of (i) which an effective registration statement under the Securities Act and applicable state securities laws with respect thereto or (ii) an opinion of counsel satisfactory to the Company that such registration is not required. The Common Stock issuable upon conversion of this Note shall read as followsbear the following or similar legend: “THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFEREDLAWS, SOLD, PLEDGED, ASSIGNED PURSUANT TO REGISTRATION OR OTHERWISE TRANSFERRED EXEMPTION THEREFROM. UNLESS A SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” Holder consents to the Company giving instructions to its transfer agent in order to implement the restrictions on transfer set forth and described herein. Notwithstanding the foregoing, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of the legend set forth above shall be removed and the Company shall issue to Holder by electronic delivery at the applicable account at DTC, if (i) such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register Stock are registered for resale pursuant to under the Securities Act, the ; (ii) such shares of the Human BioSystems Common Stock are sold or transferred pursuant to be received by them hereunderRule 144 (assuming the transferor is not an Affiliate of the Company); (iii) such shares of Common Stock are eligible for sale under Rule 144; or (iv) if such legend is not required under applicable requirements.

Restricted Shares. All shares Seller understands and acknowledges that the Shares have not been, and will not as of the Human BioSystems Common Stock to time issued, be received by registered under the San West Stockholders Securities Act and Dutchess Advisors LLC hereunder shall that they will be restricted issued in their resale as provided in reliance upon exemptions from the registration requirements of the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares for which a Registration Statement is not effective, Seller is aware: (“Rule 144”a) that the Buyer will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which shall legend will read substantially as follows: : 2.6.1. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE CERTICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED UNLESS A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE FOR THE SHARES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSOF 1933, OR PURSUANT A PRIOR OPINION OF COUNSEL SATISFACTORY TO AN EXEMPTION FROM THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACTACT OF 1933. 2.6.2. The restricted nature legend set forth above shall be promptly removed, and the Buyer shall issue a certificate without such legend to the holder of any such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stockunlegended Shares upon which such legend is stamped, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardif, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register unless otherwise required by state securities laws, (i) such Shares are registered for resale pursuant to under the Securities Act, (ii) in connection with a sale transaction, such holder provides the shares Buyer with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of such Shares may be made without registration under the Securities Act, or (iii) such holder provides the Buyer with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the Human BioSystems Common Stock legend set forth above in the event the Shares are registered for resale on an effective registration statement, the Buyer reserves the right to be received by them hereunderaffix a legend on certificates representing such Shares that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. EXHIBIT 10.1 ------------ CONSULTING AGREEMENT (SEE ATTACHED) CONSULTING AGREEMENT -------------------- THIS AGREEMENT IS ENTERED INTO AS OF JULY 13, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇., ▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ CORPORATION (THE "COMPANY"), TRYLON METRICS, INC., A LOUISIANA CORPORATION, (TRYLON) AND ipPARTNERS (THE "CONSULTANT").

Restricted Shares. All shares Purchaser understands and acknowledges that the Shares have not been, and will not as of the Human BioSystems Common Stock to time issued, be received by registered under the San West Stockholders Securities Act and Dutchess Advisors LLC hereunder shall that they will be restricted issued in their resale as provided in reliance upon exemptions from the registration requirements of the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares, Purchaser is aware: (“Rule 144”a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which shall legend will read substantially as follows: THESE SECURITIES (THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED UNLESS A OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER FOR THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION UNDER THE SECURITIES ACTIS NOT REQUIRED. The restricted nature legend set forth above shall be promptly removed, and the Company shall issue a certificate without such legend to the holder of any such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockUnlegended Shares (as defined below) upon which such legend is stamped, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardif, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register unless otherwise required by state securities laws, (i) such Shares are registered for resale pursuant to under the Securities Act, (ii) in connection with a sale transaction, such holder provides the shares Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of such Shares may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the Human BioSystems Common Stock legend set forth above in the event the Shares are registered for resale on an effective registration statement, the Company reserves the right to be received affix a legend on certificates representing such Shares that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. The Company shall bear the cost of the removal of any legend as anticipated by them hereunderthis Section 7.

Restricted Shares. All shares The Purchaser acknowledges and agrees that there are substantial restrictions on the transferability of the Human BioSystems Common Stock Purchased Shares. The Purchaser further understands and agrees that the Purchased Shares have not been registered under the 1933 Act and are “restricted securities” within the meaning of Rule 144 under the 1933 Act and may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act or pursuant to an exemption therefrom. The Purchaser further understands that the Purchased Shares will be received subject to a “Lock-up Period” as defined and described in the Lock-Up Agreement, which expires at the end of the day on November 12, 2009. Furthermore, the Purchaser acknowledges and agrees that (i) each certificate evidencing the Purchased Shares will bear a legend to the effect set forth below, and (ii) except to the extent such restrictions are waived by the San West Stockholders Company, neither shall transfer any Purchased Shares represented by any such certificate without complying with the restrictions on transfer described in the legend endorsed on such certificate, as follows and Dutchess Advisors LLC hereunder which shall be restricted in their resale delivered also as provided in instructions to the Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as followsCompany’s transfer agent: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS A THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER NOT REQUIRED. FURTHERMORE, THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 7.04 OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 23, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER 2009, A COPY OF WHICH AGREEMENT IS ON FILE IN THE SECURITIES ACTPRINCIPAL OFFICE OF THE CORPORATION. The restricted nature of such shares shall not Except as provided in the Registration Rights Agreement, the Purchaser has no right to require that the Purchased Shares be taken into account registered under the Securities Act. If any Purchased Shares become eligible for sale without limitation as to volume under Rule 144 under the 1933 Act or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale similar or successor provision or become registered pursuant to the Securities ActRegistration Rights Agreement, the shares Company shall, upon the request of the Human BioSystems Common Stock Purchaser, remove the foregoing legend and any transfer restrictions previously provided to be received by them hereunderthe Company’s transfer agent.

Restricted Shares. All shares Each Purchaser understands and acknowledges that the Shares have not been, and will not as of the Human BioSystems Common Stock to time issued, be received by registered under the San West Stockholders Securities Act and Dutchess Advisors LLC hereunder shall that they will be restricted issued in their resale as provided in reliance upon exemptions from the registration requirements of the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares, each Purchaser is aware: (“Rule 144”a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which shall legend will read substantially as follows: THESE SECURITIES (THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED UNLESS A OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER FOR THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION UNDER THE SECURITIES ACTIS NOT REQUIRED. The restricted nature legend set forth above shall be promptly removed, and the Company shall issue a certificate without such legend to the holder of any such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockUnlegended Shares (as defined below) upon which such legend is stamped, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regardif, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register unless otherwise required by state securities laws, (i) such Shares are registered for resale pursuant to under the Securities Act, (ii) in connection with a sale transaction, such holder provides the shares Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of such Shares may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the Human BioSystems Common Stock legend set forth above in the event the Shares are registered for resale on an effective registration statement, the Company reserves the right to be received affix a legend on certificates representing such Shares that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. The Company shall bear the cost of the removal of any legend as anticipated by them hereunderthis Section 7.

Restricted Shares. All shares Each Purchaser understands and acknowledges ----------------- that the Shares have not been registered under the Act, or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel satisfactory to the Company that registration is not required for such resale. Each Purchaser agrees that it will not resell any Shares unless such resale transaction is in accordance with Regulation S and/or Rule 144 under the Act, pursuant to registration under the Act, or pursuant to an available exemption from registration. With regard to the restrictions on resales of the Human BioSystems Common Stock Shares, each Purchaser is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) that the Company will issue stop transfer orders to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided its stock transfer agent in the Securities Actevent of any attempts improperly to transfer any such securities; and (iii) that a restrictive legend will be placed on certificates representing the Shares, and shall contain a which legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall will read substantially as follows: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY AND STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY INTEREST THEREIN STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT HYPOTHECATED WITHOUT COMPLIANCE WITH RESPECT THERETO IS EFFECTIVE THE PROVISIONS OF RULE 144 OR, IF APPLICABLE, REGULATION S UNDER THE SECURITIES ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND ANY OR APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockCOUNSEL, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunderTHAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Shares. All shares Purchaser understands and acknowledges that the Securities have not been, and will not as of the Human BioSystems Common Stock to time issued, registered under the Securities Act and that they will be received by issued in reliance upon exemptions from the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in registration requirements of the Securities Act, and shall contain a legend as required by Rule 144 promulgated thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Securities, Purchaser is aware (“Rule 144”a) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (b) that a restrictive legend will be placed on certificates representing the Securities, which shall legend will read substantially as follows: THESE SECURITIES ARE NOT REGISTERED WITH THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED UNDER THE ACT, INCLUDING EXEMPTIONS UNDER SECTIONS 3(b) AND 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER STATE LAW. ACCORDINGLY, THESE SECURITIES ACTMAY NOT BE RESOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED UNLESS SUCH SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IS AVAILABLE. The restricted nature legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the holder of any such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common StockSecurities upon which such legend is stamped promptly and, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto case of clauses (i) or (ii) below, no later than the Delivery Date, as Attachment A. In that regardsuch term is defined below, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register if, unless otherwise required by state securities laws, (i) such Securities are registered for resale pursuant to under the Securities Act, (ii) in connection with a sale transaction, such holder provides the shares Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of such Securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the Human BioSystems Common Stock legend set forth above in the event the Securities are registered for resale on an effective registration statement, the Company reserves the right to be received affix a legend on certificates representing such Securities that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. The Company shall bear the cost of the removal of any legend as anticipated by them hereunderthis Section 7.

Restricted Shares. All (a) At the Effective Time, each share of Restricted Company Stock will be exchanged for New Certificates representing Restricted Parent Shares that are subject to repurchase or cancellation by Parent on the same terms and conditions as such shares of Restricted Company Stock. With respect to those Restricted Parent Shares which have not been deposited as part of the Human BioSystems Common Escrow Amount pursuant to Section 1.12, such New Certificates shall be held by Parent until such shares are no longer subject to repurchase in accordance with Section 2.2(c) of the Company Disclosure Schedule, the Stock to Option Plan or the agreements entered into in connection therewith, all of which shall be received assigned by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in Company to Parent. When such Restricted Parent Shares are no longer subject to repurchase or cancellation by Parent, the Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of certificates representing such shares shall be delivered promptly to the Stockholder entitled thereto. If a Stockholder deposits Restricted Parent Shares in the Escrow Fund together with other shares of Parent Common Stock that are not Restricted Parent Shares, the shares deposited that are non-Restricted Parent Shares shall be taken into account used to satisfy claims, if any, before Restricted Parent Shares are so used. (b) If Parent exercises its right to repurchase any or any quoted price all of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale Restricted Parent Shares pursuant to the Securities Actterms of the relevant agreement(s) relating thereto (such repurchased shares, the shares "Repurchased Shares"), the portions of the Human BioSystems Common Stock Merger Consideration (including any portion of the Escrow Amount) related to such Repurchased Shares will be received forfeited and the Merger Consideration (including any portion of the Escrow Amount) will be reduced by them hereunderthe respective amounts of such forfeitures. (c) Any Restricted Parent Shares deposited with the Escrow Agent shall be released when the Escrow Amount is released upon the termination of the Escrow Period pursuant to Section 7.3(b), and Restricted Parent Shares shall be released to Parent's stock benefits administration group or transfer agent until such restrictions lapse. Certificates representing Parent Restricted Shares for which restrictions have lapsed, less any applicable withholding for Taxes, shall be delivered by Parent to the former Company stockholders upon

Restricted Shares. All shares of Sundog understands and acknowledges that the Human BioSystems Common Stock to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated Envision Shares have not been registered under the Securities Act of 1933, as amended) (“the "ACT"), or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Sundog agrees that it will not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144”144 under the Act, pursuant to registration under the Act, or pursuant to another available exemption from registration. With regard to the restrictions on resales of the Envision Shares, Sundog is aware (i) of the limitations and applicability of Rule 144 of the Act; (ii) that Envision will issue stop transfer orders to its stock transfer agent; and (iii) that a restrictive legend will be placed on certificates representing the Envision Shares, to the extent such restrictions apply, which shall legend will read substantially as follows: THE SHARES OF COMMON STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR ANY AND STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY INTEREST THEREIN STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT HYPOTHECATED WITHOUT COMPLIANCE WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock to be received by them hereunder.THE