Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. The Merger Shares issued pursuant to the Merger will not be registered under the Securities Act or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRF, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Shares issued pursuant to SearchHelp Exchange Stock and the Merger will Investor Group Securities shall not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: ; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF SearchHelp receives an opinion of counsel for the holders of the shares proposed to be transferredstockholders, reasonably satisfactory to counsel for WCRFSearchHelp, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being SearchHelp Exchange Stock that shall have been issued hereunder pursuant to this Agreement shall contain a legend substantially as follows: “"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTSEARCHHELP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. The Merger Shares issued pursuant PETX intends to issue the Merger will not be registered PETX Securities without registration under the Securities Act or the qualification under any state securities laws of any statelaw, and cannot none of the PETX Securities may be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF PETX receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for WCRFPETX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder PETX Securities shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTPET EXPRESS SUPPLY, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTPET EXPRESS SUPPLY, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Shares issued pursuant to the Merger CCI Securities will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: ; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF CCI receives an opinion of counsel for the holders of the shares proposed to be transferredstockholders, reasonably satisfactory to counsel for WCRFCCI, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being CCI Securities that shall have been issued hereunder pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFT, INC. CARE CONCEPTS RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF STCC receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRFSTCC, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTSTANDARD COMMERCE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTSTANDARD COMMERCE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Series A Convertible Shares issued pursuant to the Share Purchase and the Merger Shares will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF ASAP receives an opinion of counsel for the holders of the shares proposed to be transferredInvestors, reasonably satisfactory to counsel for WCRFASAP, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder to the Investors shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTASAP SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTASAP SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Neither the Contribution Shares issued pursuant to nor the Merger Issuable Securities will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: ; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF Parent receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for WCRFParent, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Contribution Shares which are being issued hereunder as well as the Issuable Securities shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTFEARLESS INTERNATIONAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTFEARLESS INTERNATIONAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF Mycom receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for WCRFMycom, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder Shares, when exchanged, and the Remaining Shares, when issued, pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTDOT VN, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTMYCOM GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and canshall not be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF CSWT receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRF, CSWT that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Series A Convertible Preferred Shares which are being issued hereunder to the AWSG Shareholders shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTCHINA SOFTWARE TECHNOLOGY GROUP CO., INCLTD. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTCHINA SOFTWARE TECHNOLOGY GROUP CO., INCLTD. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Shares issued pursuant to the Merger Stock will not be registered under the Federal Securities Act of 1933 (“Securities Act”), or the securities laws of any state, and canmay not be transferred, hypothecated, sold or otherwise disposed of until: ; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF GenuTec receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for WCRFGenuTec, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of shares of Merger Shares which are being issued hereunder Stock shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTGENUTEC BUSINESS SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTGENUTEC BUSINESS SOLUTIONS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Exchange Shares issued pursuant to the Merger Share Exchange will not be registered under the Securities Act or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF XXXX receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRFXXXX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Exchange Shares which are being issued hereunder shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFT, INCCHINA AGRO SCIENCES CORP. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INCCHINA AGRO SCIENCES CORP. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Shares issued pursuant to the Merger Acquisition Consideration. The Acquisition Consideration will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: until (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF Physicians Remote receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for WCRFPhysicians Remote, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger number of Acquisition Consideration for which the Physicians Remote Shares which are being shall have been issued hereunder pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTPHYSICIANS REMOTE SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTPHYSICIANS REMOTE SOLUTIONS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Issuable Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until: ; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF Azurel receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRF, Azurel that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger number of Issuable Shares into which are being issued hereunder the Private Shares shall have been converted pursuant to this Agreement shall contain a legend legends substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFT, INC. THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Issuable Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until: ; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF PARENT receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRF, PARENT that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger number of Issuable Shares into which are being issued hereunder the TARGET Common Stock shall have been converted pursuant to this Agreement shall contain a legend legends substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFT, INC. THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF AIMR receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRFAIMR, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTAIM SMART, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTAIM SMART, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Exchange Shares issued pursuant to the Merger Share Exchange will not be registered under the Securities Act or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF FTWV receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRF, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Exchange Shares which are being issued hereunder shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTFITWAYVITAMINS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTFITWAYVITAMINS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF SVCC receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRF, SVCC that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder to the WiseBuys Shareholders shall contain a legend substantially as follows: “"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFT, INC. SEAWAY VALLEY CAPITAL CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. SEAWAY VALLEY CAPITAL CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. The Merger Shares. The Merger Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF SURNA receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for WCRFSURNA, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being to be issued hereunder on the Effective Date pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Broadband Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF Parent receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRFParent, that an exemption from the registration requirements of the Securities Act is available. For purposes of the opinion in the preceding sentences, the Company will not object to a bonafide opinion provided by any reputable U.S. law firm with an active U.S. securities practice. The certificates representing the Merger Shares which are being securities issued hereunder under this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFT, INC. RECEIVES THE COMPANY RECEIVED AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. CONSEL TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. The Merger Shares issued pursuant to the Merger will not be registered under the Securities Act Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF HXTH receives an opinion of counsel for the holders of the shares proposed to be transferredcounsel, reasonably satisfactory to counsel for WCRFHXTH, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFTHXT HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFTHXT HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”