Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. (a) The Merger Shares 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) STCC receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for STCC, 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 STANDARD COMMERCE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares will SearchHelp Exchange Stock and the Investor Group Securities shall 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) STCC SearchHelp receives an opinion of counsel for the holders of the shares proposed to be transferredstockholders, reasonably satisfactory to counsel for STCCSearchHelp, 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 STANDARD COMMERCESEARCHHELP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. (a) The Neither the Purchased Shares issued pursuant to the Share Purchase nor the Series B Preferred Shares issued pursuant to the Merger Shares 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) STCC AVTX receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to <PAGE> counsel for STCCAVTX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Purchased Shares and 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 STANDARD COMMERCE, ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEADVANCE TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares Series A Preferred Stock and the shares of Vensure Common Stock or VRA Common Stock issuable upon conversion of the Series A Preferred Stock 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) STCC Vensure receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for STCCVensure, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder Series A Preferred 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 STANDARD COMMERCEFXXX.XXX, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. SUCH CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Neither the Contribution Shares nor the Issuable Securities 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) STCC Parent receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for STCCParent, 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 STANDARD COMMERCEFEARLESS INTERNATIONAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEFEARLESS INTERNATIONAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Exchange Shares issued pursuant to the Share Exchange 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) STCC FTWV receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for STCC, 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 STANDARD COMMERCEFITWAYVITAMINS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEFITWAYVITAMINS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares 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) STCC GenuTec receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for STCCGenuTec, 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 STANDARD COMMERCEGENUTEC BUSINESS SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEGENUTEC BUSINESS SOLUTIONS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Exchange Shares issued pursuant to the Share Exchange 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) STCC XXXX receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for STCCXXXX, 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 STANDARD COMMERCE, INCCHINA AGRO SCIENCES CORP. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INCCHINA AGRO SCIENCES CORP. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Exchange Shares issued pursuant to the Share Exchange and the Merger Shares 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) STCC SARS receives an opinion of counsel for the holders of the shares proposed to be transferredShareholders, reasonably satisfactory to counsel for STCCSARS, stating 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 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 STANDARD COMMERCE, INC. SARS CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. SARS CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Exchange Shares will not be registered under the Securities 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) STCC the Subsidiary receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for STCC, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger number of Exchange Shares for which are being issued hereunder Noll and McCormick shall contain a legend substantially acquire pursuant to this Agreement shall conxxxx legexxx xxxxxantially 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 STANDARD COMMERCEACTIVEWORLDS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER ACTIVEWORLDS, INC. REASONABLY SATISFACTORY TO SUCH COUNSEL FOR STANDARD COMMERCE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. (a) The Merger Shares issued 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) STCC HXTH receives an opinion of counsel for the holders of the shares proposed to be transferredcounsel, reasonably satisfactory to counsel for STCCHXTH, 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 STANDARD COMMERCEHXT HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEHXT HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares will Parties acknowledge that the Xxxxx Exchange Stock and the Acquired Stock shall 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) STCC Xxxxx or the applicable Corporation receives an opinion of counsel for counsel, in form reasonably satisfactory, to the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for STCC, effect that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder Xxxxx Exchange Stock and the Acquired Stock (collectively, the "Transaction 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 STANDARD COMMERCEINTERACTIVE BRAND DEVELOPMENT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. (a) The Merger Shares Series A Preferred Stock and the shares of Rineon Common Stock issuable upon conversion of the Series A Preferred Stock 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) STCC Rineon receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for STCCRineon, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder Series A Preferred 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 STANDARD COMMERCERINEON GROUP, INC. (FORMERLY, JUPITER RESOURCES, INC.) RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. SUCH CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares Exchange Stock. The Exchange Stock, the FlameMaster Series B Preferred Stock and the FlameMaster Warrants (collectively, the "TRANSACTION SECURITIES") 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) STCC FlameMaster receives an opinion of counsel for the holders of the shares proposed to be transferredstockholders, reasonably satisfactory to counsel for STCCFlameMaster, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued hereunder Transaction 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 STANDARD COMMERCE, INC. FLAMEMASTER CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCE, INC. FLAMEMASTER CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. (a) The Profile Shares issued pursuant to the Share Purchase and the Merger Shares 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) STCC River Hawk receives an opinion of counsel for the holders of the shares proposed to be transferredShareholders, reasonably satisfactory to counsel for STCCRiver Hawk, stating 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 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 STANDARD COMMERCERIVER HAWK SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCERIVER HAWK SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (ai) The Merger Shares. The Merger Shares 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) STCC AUGI receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for STCCAUGI, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Merger Shares for which are being the Lifetime Shares 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 STANDARD COMMERCEAMERICAN UNITED GLOBAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEAMERICAN UNITED GLOBAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. (a) The Merger Shares Acquisition Consideration. The Acquisition Consideration 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: until (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) STCC Physicians Remote receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for STCCPhysicians 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 STANDARD COMMERCEPHYSICIANS REMOTE SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEPHYSICIANS REMOTE SOLUTIONS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares 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) STCC AIMR receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for STCCAIMR, 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 STANDARD COMMERCEAIM SMART, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEAIM SMART, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Merger Shares 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) STCC Mycom receives an opinion of counsel for the holders of the shares proposed to be transferredstockholder, reasonably satisfactory to counsel for STCCMycom, 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 STANDARD COMMERCEDOT VN, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEMYCOM GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. (a) The Neither the Purchased Shares issued pursuant to the Share Purchase nor the Series B Preferred Shares issued pursuant to the Merger Shares 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) STCC AVTX receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for STCCAVTX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Purchased Shares and 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 STANDARD COMMERCE, ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEADVANCE TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”"

Restrictions on Resale. (a) The Neither the Purchased Shares issued pursuant to the Share Purchase nor the Series B Preferred Shares issued pursuant to the Merger Shares 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) STCC AVTX receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for STCCAVTX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Purchased Shares and 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 STANDARD COMMERCE, ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR STANDARD COMMERCEADVANCE TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”