Common use of Further Limitations on Disposition Clause in Contracts

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares unless and until:

Further Limitations on Disposition. Purchaser The Seller further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates Shares will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Seller further agrees not to make any disposition of all or any portion of the Shares unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if when issued by the Company, in its sole discretion, chooses Company to issue any certificates reflecting the ownership interest in the Shares, those certificates Purchaser will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until:

Further Limitations on Disposition. Purchaser Holder further acknowledges that the Shares Shares, and the shares of the Company’s common stock issuable upon conversion of the Shares, are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser Holder further agrees not to make any disposition of all or any portion of the Shares Shares, or the shares of the Company’s common stock underlying the conversion of the Shares, unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if when the Company, in its sole discretion, chooses to issue any certificates Company issues a certificate reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until:

Further Limitations on Disposition. Purchaser The Seller further acknowledges that the Shares Securities are restricted securities under Rule 144 of the ActAct (as defined below), and, therefore, if when issued by the Company, in its sole discretion, chooses Purchaser to issue any certificates reflecting the ownership interest in the Shares, those certificates Seller will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Seller further agrees not to make any disposition of all or any portion of the Shares Securities unless and until:

Further Limitations on Disposition. Purchaser The Seller further acknowledges that the Shares are restricted securities under Rule 144 of the ActAct (as defined below), and, therefore, if when issued by the Company, in its sole discretion, chooses Purchaser to issue any certificates reflecting the ownership interest in the Shares, those certificates Seller will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser the Seller further agrees not to make any disposition of all or any portion of the Shares unless and until:

Further Limitations on Disposition. Purchaser Shareholder further acknowledges that the Series B Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Series B Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser Shareholder further agrees not to make any disposition of all or any portion of the Series B Shares unless and until:

Further Limitations on Disposition. The Purchaser further acknowledges that the Shares Assets are restricted securities under Rule 144 of the ActAct (as defined below), and, therefore, if when transferred to the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates Purchaser will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, the Purchaser further agrees not to make any disposition of all or any portion of the Shares Assets unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses when issued by Company to issue any certificates reflecting the ownership interest in the Shares, those certificates Purchaser will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY ARE SUBJECT TO A LOCK-UP AGREEMENT BETWEEN THE HOLDER AND THE COMPANY, AND THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if when issued by the Company, in its sole discretion, chooses Company to issue any certificates reflecting the ownership interest in the Shares, those certificates Purchaser will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). 00050731.DOC THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if when issued by the Company, in its sole discretion, chooses Company to issue any certificates reflecting the ownership interest in the Shares, those certificates Purchaser will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not acknowledges that the Shares are subject to make any disposition the terms and conditions of all or any portion that certain Lock Up Agreement dated May 8, 2009 by and between the Company, Purchaser, and other shareholders of the Shares unless and until:Company.

Further Limitations on Disposition. Such Purchaser further acknowledges that the Shares Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the SharesSecurities, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Shares Securities unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Preferred Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Preferred Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Preferred Shares unless and until:

Further Limitations on Disposition. Purchaser further acknowledges that the Note and the Note Shares are restricted securities under Rule 144 of the Securities Act, and, therefore, if when the Company, in its sole discretion, chooses to issue any certificates Company issues a certificate reflecting the ownership interest in the Note Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Note or the Note Shares unless and until:

Further Limitations on Disposition. Purchaser Payee further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the CompanyIssuer, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser Payee further agrees not to make any disposition of all or any portion of the Shares unless and until:

Further Limitations on Disposition. Purchaser Share Recipient further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following: "…THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. …" Without in any way limiting the representations set forth above, Purchaser Share Recipient further agrees not to make any disposition of all or any portion of the Shares unless and until: