kayakzz, to your question, I believe the answer is "no" because the restrictions attach to the shares, i.e., if Frankel transfers restricted shares for "consultation services" those remain restricted. It is only if the shares are free-trading and unrestricted pursuant to: (1) an S-1 Filing declared "EFFECTIVE" by the SEC; or (2) an exemption to the S-1 Filing in Rule 144, and subsequently transferred would such shares be free-trading. This is my understanding.