Common use of Disposition under Rule 144 Clause in Contracts

Disposition under Rule 144. The Purchaser understands: (i) that the Shares are restricted securities within the meaning of Rule 144 promulgated under the Act which limits the sale of the Shares in a public market transaction; (ii) that (unless Rule 701 promulgated under the Act is available) the exemption from registration under Rule 144 will not be available, in any event, for at least one year from the date of purchase of and actual payment for the Shares (AND THAT PAYMENT BY A NOTE IS NOT DEEMED PAYMENT UNTIL THE NOTE IS FULLY PAID UNLESS IT IS SECURED BY ASSETS OTHER THAN THE SHARES), and even then will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 are complied with; (iii) that certain sales of the Shares may be made only in limited amounts in accordance with such terms and conditions; (iv) that the resale provisions of Rule 701, if available, will not apply until 90 days after the Company becomes subject to the reporting obligations under the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); and (v) that there can be no assurance that the requirements of Rule 144 or Rule 701 will be met, or that the stock will ever be saleable.

Disposition under Rule 144. The Purchaser understandsSubscriber also acknowledges and understands that: (ia) that the Shares Securities are restricted securities within the meaning of Rule 144 promulgated under the Act which limits the sale of the Shares in a public market transactionU.S. Act; (ii) that (unless Rule 701 promulgated under the Act is availableb) the exemption from registration under Rule 144 will not be available, available in any event, event for at least one year from the date of purchase and payment of and actual payment for the Shares (AND THAT PAYMENT BY A NOTE IS NOT DEEMED PAYMENT UNTIL THE NOTE IS FULLY PAID UNLESS IT IS SECURED BY ASSETS OTHER THAN THE SHARES)Securities by the Subscriber, and even then will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (Bi) adequate information concerning the Company is then available to the public, public and (Cii) other terms and conditions of Rule 144 are complied with;; and (iiic) that certain sales any sale of the Shares Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions;. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Securities which the Subscriber is acquiring hereunder unless and until: (iva) that the resale provisions of Rule 701, if available, will not apply until 90 days after the Company becomes subject to the reporting obligations there is then in effect a “Registration Statement” under the Securities Exchange U.S. Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇")covering such proposed disposition and such disposition is made in accordance with said Registration Statement; and (v) that there can be no assurance that the requirements of Rule 144 or Rule 701 will be met, or that the stock will ever be saleable.or