Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. The 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) SearchHelp receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for SearchHelp, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been 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 SEARCHHELP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

Restrictions on Resale. The SearchHelp Exchange Stock and (a) Neither the Investor Group Securities shall not Purchased Shares issued pursuant to the Share Purchase nor the Series B Preferred Shares issued pursuant to the Merger 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) SearchHelp AVTX receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to <PAGE> counsel for SearchHelpAVTX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Purchased Shares and the Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELP, ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS ADVANCE TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and All series of the Investor Group Securities shall issuable Preferred Shares of the 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) SearchHelp PARENT receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for SearchHelp, PARENT that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange number of Issuable Shares into which the TARGET Common Stock that shall have been issued converted pursuant to this Agreement 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 SEARCHHELP, INC. THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and Merger Shares issued pursuant to the Investor Group Securities shall 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) SearchHelp WCRF receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelpWCRF, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELPWINCROFT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS WINCROFT, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and the Investor Group CCI Securities shall 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) SearchHelp CCI receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for SearchHelpCCI, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock CCI Securities that shall have been 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 SEARCHHELP, INC. CARE CONCEPTS RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Neither the Notes nor the Class B Certificate or the shares of AIC Common Stock and into which each such security is convertible (collectively, the Investor Group Securities shall not “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) SearchHelp AIC receives an opinion of counsel for the stockholderssecurityholder, reasonably satisfactory to counsel for SearchHelpAIC, that an exemption from the registration requirements of the Securities Act is available. The certificates representing Notes for which the SearchHelp Exchange Stock that 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 SEARCHHELP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. (a) The SearchHelp Exchange Stock Series A Convertible Shares issued pursuant to the Share Purchase and the Investor Group Securities shall 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) SearchHelp ASAP receives an opinion of counsel for the stockholdersInvestors, reasonably satisfactory to counsel for SearchHelpASAP, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Merger Shares which are being issued pursuant to this Agreement the 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 SEARCHHELPASAP SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS ASAP SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and the Investor Group Securities shall 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) SearchHelp Physicians Remote receives an opinion of counsel for the stockholdersstockholder, reasonably satisfactory to counsel for SearchHelpPhysicians Remote, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that number of Acquisition Consideration for which the Physicians Remote Shares shall have been 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 SEARCHHELPPHYSICIANS REMOTE SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS PHYSICIANS REMOTE SOLUTIONS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. (a) The SearchHelp Exchange Stock Series B Preferred Shares issued pursuant to the Share Purchase and pursuant to the Investor Group Securities shall 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) SearchHelp ILKZ receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelpILKZ, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Purchased Shares and the Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELPITLINKZ GROUP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS ITLINKZ GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and Shares issued pursuant to the Investor Group Securities shall 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) SearchHelp FTWV receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelp, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Shares which are being issued pursuant to this Agreement 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 SEARCHHELPFITWAYVITAMINS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS FITWAYVITAMINS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Series A Preferred Stock and the Investor Group Securities shall 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) SearchHelp Rineon receives an opinion of counsel for of the stockholdersstockholder, reasonably satisfactory to counsel for SearchHelpRineon, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Series A Preferred Stock that shall have been 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 SEARCHHELPRINEON GROUP, INC. (FORMERLY, JUPITER RESOURCES, INC.) RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS SUCH CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and the Investor Group Securities shall 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) SearchHelp HXTH receives an opinion of counsel for the stockholderscounsel, reasonably satisfactory to counsel for SearchHelpHXTH, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been issued pursuant to this Agreement Merger Shares 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 SEARCHHELPHXT HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS HXT HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and (a) Neither the Investor Group Securities shall not Purchased Shares issued pursuant to the Share Purchase nor the Series B Preferred Shares issued pursuant to the Merger 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) SearchHelp AVTX receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelpAVTX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Purchased Shares and the Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELP, ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS ADVANCE TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

Restrictions on Resale. The SearchHelp Exchange Stock and Neither the Investor Group Contribution Shares nor the Issuable Securities shall not 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) SearchHelp Parent receives an opinion of counsel for the stockholdersstockholder, reasonably satisfactory to counsel for SearchHelpParent, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been issued pursuant to this Agreement Contribution Shares 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 SEARCHHELPFEARLESS INTERNATIONAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS FEARLESS INTERNATIONAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. (a) The SearchHelp Exchange Stock and Series C Preferred Shares issued pursuant to the Investor Group Securities shall 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) SearchHelp CSXB receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelpCSXB, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELPCHINA SXAN BIOTECH, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS CHINA SXAN BIOTECH, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Parties acknowledge that the ▇▇▇▇▇ Exchange Stock and the Investor Group Securities 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) SearchHelp ▇▇▇▇▇ or the applicable Corporation receives an opinion of counsel for counsel, in form reasonably satisfactory, to the stockholders, reasonably satisfactory to counsel for SearchHelp, effect that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp ▇▇▇▇▇ Exchange Stock that shall have been issued pursuant to this Agreement 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 SEARCHHELPINTERACTIVE BRAND DEVELOPMENT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

Restrictions on Resale. The SearchHelp Exchange Stock and the Investor Group Securities shall 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) SearchHelp Mycom receives an opinion of counsel for the stockholdersstockholder, reasonably satisfactory to counsel for SearchHelpMycom, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been issued 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 SEARCHHELPDOT VN, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS MYCOM GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. (a) The SearchHelp Exchange Stock and the Investor Group Securities shall 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) SearchHelp AIMR receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelpAIMR, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELPAIM SMART, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS AIM SMART, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Series A Preferred Stock and the Investor Group Securities shall 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) SearchHelp Vensure receives an opinion of counsel for of the stockholdersstockholder, reasonably satisfactory to counsel for SearchHelpVensure, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Series A Preferred Stock that shall have been 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 SEARCHHELPF▇▇▇.▇▇▇, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS SUCH CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Merger Stock and the Investor Group Securities shall 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) SearchHelp GenuTec receives an opinion of counsel for the stockholdersstockholder, reasonably satisfactory to counsel for SearchHelpGenuTec, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange number of shares of Merger Stock that shall have been 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 SEARCHHELPGENUTEC BUSINESS SOLUTIONS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS GENUTEC BUSINESS SOLUTIONS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. (a) The SearchHelp Exchange Stock Shares issued pursuant to the Share Exchange and the Investor Group Securities shall 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) SearchHelp SARS receives an opinion of counsel for the stockholdersShareholders, reasonably satisfactory to counsel for SearchHelpSARS, stating that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELP, INC. SARS CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS SARS CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock Sellers acknowledge that the shares of Buyer’s common stock issued pursuant to this Agreement are restricted securities under the Securities Act of 1933, as amended and the Investor Group Securities shall not be registered are subject to restrictions upon transfer. Currently, under Rule 144 of the Securities Act, a non-affiliate (defined as someone who is not an officer, director or holder of 10% or more of a company’s common stock) is allowed to resell shares after one (1) year, if such a sale is conducted through a market transaction. Rule 144 is subject to revision by 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) SearchHelp receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for SearchHelp, that an exemption from the registration requirements of the Securities Act is availableCommission. The certificates representing the SearchHelp Exchange Stock that shall have been issued pursuant to this Agreement shall Shares will contain a restrictive legend which reads as substantially as follows: "THE THESE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED IN THE ABSENCE OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACTREGISTRATION, OR SEARCHHELP, INC. RECEIVES AN OPINION THE AVAILABILITY OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM SUCH REGISTRATION. THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLESTOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS."

Restrictions on Resale. (a) The SearchHelp Exchange Stock Profile Shares issued pursuant to the Share Purchase and the Investor Group Securities shall 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) SearchHelp River Hawk receives an opinion of counsel for the stockholdersShareholders, reasonably satisfactory to counsel for SearchHelpRiver Hawk, stating that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELPRIVER HAWK SHOW, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS RIVER HAWK SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and the Investor Group Securities shall 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) SearchHelp STCC receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelpSTCC, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELPSTANDARD COMMERCE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS STANDARD COMMERCE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and Shares issued pursuant to the Investor Group Securities shall 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) SearchHelp ▇▇▇▇ receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelp▇▇▇▇, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Shares which are being issued pursuant to this Agreement 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 SEARCHHELP, INCCHINA AGRO SCIENCES CORP. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS CHINA AGRO SCIENCES CORP. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and the Investor Group Securities shall 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) SearchHelp the Subsidiary receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for SearchHelp, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp number of Exchange Stock that Shares for which Noll and McCormick shall have been issued acquire pursuant to this Agreement shall contain a legend substantially con▇▇▇▇ lege▇▇▇ ▇▇▇▇▇antially 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 SEARCHHELPACTIVEWORLDS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER ACTIVEWORLDS, INC. REASONABLY SATISFACTORY TO SUCH COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

Restrictions on Resale. (a) The SearchHelp Exchange Stock and the Investor Group Securities shall 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) SearchHelp STCC receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelpSTCC, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELPSTANDARD COMMERCE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS STANDARD COMMERCE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and the Investor Group Securities shall 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) SearchHelp Parent receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for SearchHelpParent, 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 certificates representing the SearchHelp Exchange Stock that shall have been securities issued pursuant to under 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 SEARCHHELP, INC. RECEIVES THE COMPANY RECEIVED AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS CONSEL TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock Seller understands and acknowledges that, as a consequence of the Investor Group Securities shall restrictions on subsequent transfer imposed by the exemptions from registration referred to in Section 2.36(f) above, the Purchaser Shares may not subsequently be registered offered, sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by Seller except pursuant to an effective registration statement registering the sale or transfer of the Purchaser Shares under the Securities Act, or the Act and under applicable state securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect pursuant to such securities is declared effective under the Securities Act, or (ii) SearchHelp receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for SearchHelp, that an exemption from such registration requirements, and the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that Purchaser Shares shall have been issued pursuant to this Agreement shall contain bear a legend setting forth such restrictions substantially as follows: "THE SECURITIES WHICH ARE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO UNLESS THE SAME IS DECLARED EFFECTIVE REGISTERED UNDER SUCH ACTACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR SEARCHHELP, INC. UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY RECEIVES EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO IT (SUCH AS AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLECOUNSEL)."

Restrictions on Resale. The SearchHelp Exchange Stock and the Investor Group Securities shall 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) SearchHelp PARENT receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for SearchHelp, PARENT that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange number of Issuable Shares into which the TARGET Common Stock that shall have been issued converted pursuant to this Agreement 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 SEARCHHELP, INC. THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

Restrictions on Resale. The SearchHelp Exchange Stock and (a) Neither the Investor Group Securities shall not Purchased Shares issued pursuant to the Share Purchase nor the Series B Preferred Shares issued pursuant to the Merger 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) SearchHelp AVTX receives an opinion of counsel for the stockholdersholders of the shares proposed to be transferred, reasonably satisfactory to counsel for SearchHelpAVTX, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the SearchHelp Exchange Stock that shall have been Purchased Shares and the Merger Shares which are being issued pursuant to this Agreement 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 SEARCHHELP, ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CARE CONCEPTS ADVANCE TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”