Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) will 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) AIC receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, that an exemption from the registration requirements of the Securities Act is available. The Notes for which the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate 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 AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither (a) The Series A Convertible Shares issued pursuant to the Notes nor Share Purchase and the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) 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) AIC ASAP receives an opinion of counsel for the securityholderInvestors, reasonably satisfactory to counsel for AICASAP, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which are being issued to the MTIX Shares shall have been issued pursuant to this Agreement and the Class B Certificate 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 ASAP SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ASAP SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither All series of the Notes nor issuable Preferred Shares of the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) PARENT 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) AIC PARENT receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, PARENT that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the number of Issuable Shares into which the MTIX Shares TARGET Common Stock shall have been issued converted pursuant to this Agreement and the Class B Certificate 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 THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither The Merger Shares issued pursuant to the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) 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) AIC WCRF receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICWCRF, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which the MTIX Shares shall have been are being issued pursuant to this Agreement and the Class B Certificate 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. Neither All series of the Notes nor Issuable Shares of the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) PARENT 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) AIC PARENT receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, PARENT that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the number of Issuable Shares into which the MTIX Shares shall have been issued converted pursuant to this Agreement and the Class B Certificate 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 THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither (a) The Series B Preferred Shares issued pursuant to the Notes nor Share Purchase and pursuant to the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) 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) AIC ILKZ receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICILKZ, that an exemption from the registration requirements of the Securities Act is available. The Notes for which certificates representing the MTIX Purchased Shares shall have been issued pursuant to this Agreement and the Class B Certificate 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 ITLINKZ GROUP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ITLINKZ GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Broadband 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) AIC Parent receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AICParent, 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 Notes for which the MTIX Shares shall have been certificates representing securities issued pursuant to under this Agreement and the Class B Certificate 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 THE COMPANY RECEIVED AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO CONSEL TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) The Issuable 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) AIC PARENT receives an opinion of counsel for the securityholder, reasonably satisfactory to counsel for AIC, PARENT that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the number of Issuable Shares into which the MTIX Shares TARGET Common Stock shall have been issued converted pursuant to this Agreement and the Class B Certificate 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 THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. Neither (a) The Series C Preferred Shares issued pursuant to the Notes nor the Class B Certificate or the shares of AIC Common Stock into which each such security is convertible (collectively, the “Securities”) 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) AIC CSXB receives an opinion of counsel for the securityholderholders of the shares proposed to be transferred, reasonably satisfactory to counsel for AICCSXB, that an exemption from the registration requirements of the Securities Act is available. The Notes for certificates representing the Merger Shares which the MTIX Shares shall have been are being issued pursuant to this Agreement and the Class B Certificate 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 CHINA SXAN BIOTECH, INC. RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA SXAN BIOTECH, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”