Common use of Limitations on Resale or Transfer Clause in Contracts

Limitations on Resale or Transfer. Subscriber understands and acknowledges that the Note and the underlying common stock if the Note is converted, will be “restricted” as defined in Rule 144 under the Act and that therefore Subscriber can not offer to sell or otherwise transfer or distribute the Note without registration thereof under both the Act and any applicable state securities laws, or unless an exemption is, in the opinion of the Company’s council, available to Subscriber under the Act and any applicable state securities laws. Such exemption will be noted on the books of the Company and that the stock certificate representing any shares issued in the event that the Note is converted into common stock will bear a typewritten legend setting forth the restriction on the stock’s transferability in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Limitations on Resale or Transfer. Subscriber Imperial understands and --------------------------------- acknowledges that the Note and the underlying common stock if the Note is converted, Sold Shares will be “"restricted” ' as defined in Rule 144 under the Securities Act and that therefore Subscriber can it cannot offer to sell, sell or otherwise transfer or distribute the Note Sold Shares without registration thereof under both the Securities Act and any applicable state securities laws, or unless an exemption is, in the opinion of the Company’s councilcounsel, available to Subscriber it under the Act Securities Act. Imperial further understands and any applicable state securities laws. Such exemption acknowledges that the restrictions on the transfer of the Sold Shares will be noted on the books of the Company each Sold Company, respectively, and that the stock certificate certificates representing any shares issued in the event that the Note is converted into common stock Sold Shares will bear a typewritten written legend setting forth the restriction on the stock’s transferability of the Sold Shares in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Limitations on Resale or Transfer. Subscriber understands and --------------------------------- acknowledges that the Note and the underlying common stock if the Note is converted, Stock will be “"restricted” " as defined in Rule 144 under the Act and that therefore Subscriber can not offer to sell or otherwise transfer or distribute the Note Stock without registration thereof under both the Act and any applicable state securities laws, or unless an exemption is, in the opinion of the Company’s council's counsel, available to Subscriber under the Act and any applicable state securities laws. Such exemption Subscriber further understands and acknowledges that the restrictions on the transfer of the Stock will be noted on the books of the Company and that the stock certificate representing any shares issued in the event that the Note is converted into common stock Stock will bear a typewritten legend setting forth the restriction on the stock’s Stock's transferability in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR APPLICABLE STATE SECURITIES ACTS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 19331933 AND/OR THE OKLAHOMA SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTACT OR ACTS.

Limitations on Resale or Transfer. Subscriber understands and acknowledges that the Note and the underlying common stock if the Note is converted, Stock will be “restricted” as defined in Rule 144 under the Act and that therefore Subscriber can not offer to sell or otherwise transfer or distribute the Note Stock without registration thereof under both the Act and any applicable state securities laws, or unless an exemption is, in the opinion of the Company’s council, available to Subscriber under the Act and any applicable state securities laws. Such exemption will be noted on the books of the Company and that the stock certificate representing any shares issued in the event that the Note is converted into common stock Stock will bear a typewritten legend setting forth the restriction on the stockStock’s transferability in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Limitations on Resale or Transfer. Subscriber understands The TRUCAT Stockholders each understand and acknowledges acknowledge that the Note and the underlying common stock if the Note is converted, RealAmerica Shares will be “"restricted” " as defined in Rule 144 under the Act and that therefore Subscriber can they cannot offer to sell, sell or otherwise transfer or distribute the Note RealAmerica Shares without registration thereof thereof, which RealAmerica is not obligated to do, under both the Act and any applicable state securities laws, or unless an exemption is, in the opinion of the Company’s councilRealAmerica's counsel, available to Subscriber them under the Act and any applicable state securities laws. Such exemption is not now available and it is not anticipated that any such exemption will become available in the future. The TRUCAT Stockholders each further understand and acknowledge that the restrictions on the transfer of the RealAmerica Shares will be noted on the books of the Company RealAmerica and that the stock certificate representing any shares issued in the event that the Note is converted into common stock RealAmerica Shares will bear a typewritten written legend setting forth the restriction on the stock’s transferability of the RealAmerica Shares in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Limitations on Resale or Transfer. Subscriber understands The USGL Stockholders each understand and acknowledges acknowledge that the Note and the underlying common stock if the Note is converted, Wexford Shares will be “"restricted” " as defined in Rule 144 under the Act and that therefore Subscriber can they cannot offer to sell, sell or otherwise transfer or distribute the Note Wexford Shares without registration thereof thereof, which Wexford is not obligated to do, under both the Act and any applicable state securities laws, or unless an exemption is, in the opinion of the Company’s councilWexford's counsel, available to Subscriber them under the Act and any applicable state securities laws. Such exemption is not now available and it is not anticipated that any such exemption will become available in the future. The USGL Stockholders each further understand and acknowledge that the restrictions on the transfer of the Wexford Shares will be noted on the books of the Company Wexford and that the stock certificate representing any shares issued in the event that the Note is converted into common stock Wexford Shares will bear a typewritten written legend setting forth the restriction on the stock’s transferability of the Wexford Shares in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.