Adherence with Applicable Securities Laws. Each of the Sellers agrees that he is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”) directly or indirectly unless:
Adherence with Applicable Securities Laws. 2.5 The SURGE Shareholders agree that they are acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933 (United States), as amended) directly or indirectly unless:
Adherence with Applicable Securities Laws. 2.6 The Company Shareholders agree that they are acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares (other than pursuant to an effective Registration Statement under the Securities Act of 1933 (United States), as amended) directly or indirectly unless:
Adherence with Applicable Securities Laws. The Shareholders understand that the New Shares are being offered to them in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws under Regulation D and/or Regulation S as promulgated under the Securities Act of 1933, as amended, and that IPoint is relying upon the truth and accuracy of, and the Shareholders' compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Shareholders set forth herein in order to determine the availability of such exemptions and the eligibility of the Shareholders to acquire the New Shares. Accordingly, each Shareholder hereby represents either:
Adherence with Applicable Securities Laws. 2.6 The ProVision Shareholder agrees that he is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended) directly or indirectly unless:
Adherence with Applicable Securities Laws. Each of the Wealth Generators Members agrees that he, she or it is acquiring the INVU Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the INVU Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act directly or indirectly unless:
Adherence with Applicable Securities Laws. 2.3 The Shogun Majority Shareholder and the Shogun Shareholders agree that they are acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended) directly or indirectly unless:
Adherence with Applicable Securities Laws. The Exchange Shares issued pursuant to this Agreement will be exempt from registration requirements of the Securities Act pursuant to the private placement exemption provided by Rule 505 and/or Rule 506 of Regulation D promulgated under the Securities Act and/or Section 4(2) of the Securities Act and applicable state laws. FMRC and WDO agree to take all actions and execute all documents reasonably necessary to qualify the issuance of the Exchange Shares under such exemptions.
Adherence with Applicable Securities Laws. 2.2 The Vanity Shareholders agree that they are acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended) directly or indirectly unless:
Adherence with Applicable Securities Laws. 2.5 The AICI Shareholders understand that the Acquisition Shares are being offered to them in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws under Regulation D and/or Regulation S as promulgated under the Securities Act of 1933, as amended, and that Tamarack is relying upon the truth and accuracy of, and the AICI Shareholders' compliance with, the representations, warranties, agreements, acknowledgments and understandings of the AICI Shareholders set forth herein in order to determine the availability of such exemptions and the eligibility of the AICI Shareholders to acquire the Acquisition Shares. Accordingly, each AICI Shareholder hereby represents either:
