Common use of Adherence with Applicable Securities Laws Clause in Contracts

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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.

Adherence with Applicable Securities Laws. Each of the Sellers The Seller agrees that he it 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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge Seller acknowledges that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he or it, as the case may be, 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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.

Adherence with Applicable Securities Laws. Each The Shareholders understand that the New Shares are being offered to them in reliance upon specific exemptions from the registration requirements of the Sellers agrees that he is acquiring the Acquisition Shares for investment purposes United States federal 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 state securities laws under Regulation D and/or Regulation S as promulgated under the Securities Act of 1933, as amended (amended, and that IPoint is relying upon the "Securities Act") directly or indirectly unlesstruth 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: (a) it is an "accredited investor" within the sale meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and is familiar with the type of risks inherent in the acquisition of securities of IPoint, and each Shareholder's financial position is such that the Shareholder can afford to Purchaser;retain its New Shares for an indefinite period of time without realizing any direct or indirect cash return on its investment; or (b) it is acquiring the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; orNew Shares in an offshore transaction and further represents: (ci) the Acquisition Shareholder is outside the United States when receiving and executing this Agreement; (ii) the Shareholder is not aware of any advertisement of any of the New Shares; (iii) the Shareholder has not acquired the New Shares are sold as a result of, and will not itself engage in, any "directed selling efforts" (as defined in a transaction that does not require registration Regulation S under the Securities Act of 1933, as amended) in the United States in respect of the New Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the New Shares; provided, however, that Shareholder may sell or otherwise dispose of the New Shares pursuant to registration of the New Shares pursuant to the Securities Act of 1933, as amended, and any applicable United States state and provincial securities laws or under an exemption from such registration requirements and regulations governing as otherwise provided herein; (iv) the offer Shareholder agrees that IPoint will refuse to register any transfer of the New Shares not made in accordance with the provision of Regulation S, pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to an available exemption from the registration requirements of the Securities Act of 1933 and sale in accordance with applicable state and provincial securities laws; (v) the Shareholder understands and agrees that offers and sales of securitiesany of the New Shares, prior to the expiration of a period of one year after the date of transfer of the New Shares (the "Distribution Compliance Period"), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act of 1933, as amended, or an exemption therefrom, and that all offers and sales after the vendor has furnished to Purchaser an opinion Distribution Compliance Period shall be made only in compliance with the registration provisions of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF Securities Act of 1933, AS AMENDEDas amended, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESor an exemption therefrom, and in each case only in accordance with all applicable securities laws; and (vi) the Shareholder understands and agrees not to engage in any hedging transactions involving the New Shares, prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities Act of 1933, as amended.

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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees The Seller agree that he is acquiring the Acquisition Shares Securities for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares Securities 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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares Securities are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge Seller acknowledges that the certificates representing the Acquisition Shares Securities shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees UHT Shareholders agree that he is 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 him them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"amended) directly or indirectly unless: (a) the sale is to PurchaserHome Touch; (b) the sale is made pursuant to the exemption from registration under the Securities ActAct of 1933, as amended, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act of 1933, as amended, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers UHT Shareholders acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SAID THE SECURITIES ACT IS THEN AND IN FACT ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SAID SHARESTHE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Adherence with Applicable Securities Laws. Each of the Sellers Fin Shareholders agrees that he he, she or it is acquiring the Acquisition IDGS Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition IDGS 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: (a) the sale is to Purchaserthe IDGS; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition IDGS Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor Fin Shareholder has furnished to Purchaser IDGS an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserIDGS. The Sellers Fin Shareholders acknowledge that the certificates representing the Acquisition IDGS Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the The Sellers agrees that he is they are acquiring the Acquisition Shares and Acquisition Notes for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares or Acquisition Notes issued to him them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "“Securities Act"”) directly or indirectly unless: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by including compliance with Rule 144 thereunder; or (c) the Acquisition Shares Shares, the Acquisition Notes or the shares issuable upon conversion of the Acquisition Notes are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge acknowledges that the certificates representing the Acquisition Shares and the Acquisition Notes shall bear the following legend: NO THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, OFFER TO SELLPLEDGED, HYPOTHECATED OR TRANSFER OTHERWISE TRANSFERRED IN THE ABSENCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE FEDERAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE OTHER CONDITIONS SPECIFIED IN RESPECT THAT CERTAIN SHARE EXCHANGE AGREEMENT DATED AS OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM _________ __, 2012 AND THAT CERTAIN LOCK-UP AGREEMENT DATED AS OF _________ __, 2012, COPIES OF WHICH AGREEMENTS THE REGISTRATION REQUIREMENTS COMPANY WILL FURNISH, WITHOUT CHARGE, TO THE HOLDER OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESTHIS CERTIFICATE UPON WRITTEN REQUEST THEREFOR."

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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THESE SECURITIES HAVE NOT BEEN REGISTEREDUNDER THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOTBE SOLD, AS AMENDEDOFFERED FOR SALE, IN RESPECT PLEDGED,HYPOTHECATED OR OTHERWISE TRANSFERRED INTHE ABSENCE OF A REGISTRATION STATEMENT WITHRESPECT TO THE SECURITIES UNDER SUCH ACT ANDTHE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers Piper Shareholders agrees that he the Piper Shareholder is acquiring the Acquisition Contribution Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Contribution 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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Contribution Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers Piper Shareholders acknowledge that the certificates representing the Acquisition Contribution Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he he, she or it is acquiring the Acquisition IDGSC Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition IDGSC 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: (a) the sale is to Purchaserthe Buyer; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition IDGSC Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser Buyer an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserBuyer. The Sellers acknowledge that the certificates representing the Acquisition IDGSC Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers Members 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: (ai) the sale is to PurchaserIssuer; (bii) the sale is made pursuant to the exemption from registration under the Securities ActAct of 1933, as amended,, provided by Rule 144 thereunder; or (ciii) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act of 1933, as amended, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser Issuer an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserIssuer. The Sellers Members acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers recipients of the Acquisition Credits agrees that he or she is acquiring the Acquisition Credits and any resultant Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares Credits 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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares Credits are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor Seller has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that if Acquisition Credits were converted into Common Shares (Converted Shares) prior to a six (6) months holding period, the certificates representing the Acquisition Converted Shares shall bear the following legend or one that is substantially similar to the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “1933 ACT”), IN RESPECT OR UNDER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE 1933 ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH SHARES SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS THEN IN EFFECT OR AN EXEMPTION EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESTHE 1933 ACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he or she 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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor Seller has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend or one that is substantially similar to the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “1933 ACT”), IN RESPECT OR UNDER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE 1933 ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH SHARES SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS THEN IN EFFECT OR AN EXEMPTION EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESTHE 1933 ACT.

Adherence with Applicable Securities Laws. Each of the Sellers Wealth Generators Members agrees that he he, she or it is acquiring the Acquisition INVU Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition INVU 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: (a) the sale is to PurchaserINVU; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition INVU Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor Wealth Generators Member has furnished to Purchaser INVU an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserINVU. The Sellers Wealth Generators Members acknowledge that the certificates representing the Acquisition INVU Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees that he he, she or it 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: (a) the sale is to Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has Sellers have furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser. The Sellers acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDEDOFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARESACT.

Adherence with Applicable Securities Laws. Each of the Sellers agrees The MIM Owners agree that he is 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 him them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"amended) directly or indirectly unless: (a) the sale is to PurchaserSharkReach; (b) the sale is made pursuant to the exemption from registration under the Securities ActAct of 1933,as amended, provided by Rule 144 thereunder; or (c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act of 1933, as amended, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser SharkReach an opinion of counsel to that effect or such other written opinion as may be reasonably required by PurchaserSharkReach. The Sellers MIM Owners acknowledge that the certificates representing the Acquisition Shares shall bear the following legend: NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), IN RESPECT OF OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES IS THEN IN EFFECT SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID THE SECURITIES ACT IS THEN AND APPLICABLE STATE SECURITIES LAWS, IN FACT WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE TO SAID SHARESSTATE SECURITIES LAWS.