Common use of Restrictions on Transfer; Legends Clause in Contracts

Restrictions on Transfer; Legends. (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered under the Securities Act or the securities laws of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable state laws, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not required. (b) It is understood that each certificate representing the Restricted Securities shall bear the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

Restrictions on Transfer; Legends. (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “"Restricted Securities”"), nor the offer and sale thereof, will have been registered under the Securities Act or the securities laws of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable state laws, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not required. (b) It is understood that each certificate representing the Restricted Securities shall bear the following legends: “"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “" "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”"

Restrictions on Transfer; Legends. In addition to any restrictions on transfer or volume limitations on sales, any shares of Parent Common Stock issued in the Merger will not be transferable except (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or the (b) upon receipt by Parent of a written opinion of counsel reasonably satisfactory to Parent that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable relevant state securities laws. Restrictive legends must be placed on all certificates representing Merger Consideration, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not required. (b) It is understood that each certificate representing the Restricted Securities shall bear the following legendssubstantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THEY THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT OR SAID PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “UNTIL [insert date which is 18 months from the Effective Date for FD shareholder-employees and 12 months for all others] THESE SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT TO THE SHARES REPRESENTED BY THIS CERTIFICATE TERMS OF A LOCKUP AGREEMENT DATED AUGUST 15, 2014.” “THESE SECURITIES ARE SUBJECT TO VOLUME LIMITATIONS ON SALES.” “THESE SECURITIES HAVE RESTRICTED VOTING RIGHTS AND MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON FILE IN THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSCOMPANY’S EXECUTIVE OFFICE.”

Restrictions on Transfer; Legends. (a) At the Effective Time, none of the The shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Parent Common Stock issuable upon conversion of any of comprising the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will Merger Consideration have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any statestate or other jurisdiction in reliance upon exemptions thereunder. None Such shares of the Restricted Securities may Parent Common Stock shall be sold, offered for sale or transferred in any manner for an indefinite period of time characterized as "restricted securities" and cannot be resold unless and until (i) a registration statement with respect thereto is in effect they are registered by Parent under the Securities Act pursuant to SECTION 4.8 and any applicable securities law of any state lawsor other jurisdiction, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt an exemption from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not requiredavailable. (b) It is understood that Subject to the provisions set forth in this SECTION 1.14(b), each certificate representing the Restricted Securities shares of Parent Common Stock shall bear a legend identical or similar in effect to the following legends: “THESE SECURITIES legend (together with any other legend or legends required by applicable state securities laws or otherwise): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS. THEY AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALEASSIGNED, PLEDGED PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR (ii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID LAWSACT AND, OR IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION THE PROPOSED TRANSFER IS NOT REQUIREDEXEMPT FROM SAID ACT. Parent shall issue a certificate without the foregoing legend, if, unless otherwise required by state securities law, prior to such issuance (i) such shares of Parent Common Stock are registered for sale under the Securities Act pursuant to SECTION 4.8 and (ii) the stockholder has delivered to Parent the documents contemplated by SECTION 4.8(g), including an undertaking to comply with the Securities Act prospectus delivery requirements. The legend set forth above shall be removed and Parent shall issue a certificate without such legend to the holder of shares of Parent Common Stock upon which it is stamped, if, unless otherwise required by state securities laws, (i) such shares of Parent Common Stock are registered for sale under the Securities Act pursuant to SECTION 4.8 and the stockholder has delivered to Parent the documents contemplated by SECTION 4.8(g), including an undertaking to comply with the Securities Act prospectus delivery requirements, (ii) in connection with a sale transaction, such holder provides Parent with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the shares of Parent Common Stock may be made without registration under the Securities Act, or (iii) such shares are eligible for resale by non-affiliates of Parent pursuant to Rule 144(k) promulgated under the Securities Act or a successor rule.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

Restrictions on Transfer; Legends. (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of The Purchaser agrees that it will not Transfer any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered except pursuant to an effective registration statement under the Securities Act or the securities laws of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable state laws, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt exemption from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not requiredAct. (b) It is understood that each certificate representing So long as the Restricted Securities are not sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 under the Act, the Restricted Securities shall be subject to a stop-transfer order and the certificates therefor shall bear the following legendslegend by which each holder thereof shall be bound: “THESE SECURITIES "THE [WARRANTS EVIDENCED BY THIS WARRANT CERTIFICATE/SHARES REPRESENTED BY THIS CERTIFICATE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE LAWS. THEY SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR UNLESS VIROPHARMA INCORPORATED RECEIVES AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY IT THAT SUCH OFFER, SALE, PLEDGE OR TRANSFER IS EXEMPT FROM ANY REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OR PROSPECTUS DELIVERY REQUIREMENTS OF THE SHARES REPRESENTED HEREBY. SECURITIES ACT AND ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSAPPLICABLE STATE SECURITIES LAWS.”" (c) The Company shall, upon the written request of the holder of the Restricted Securities and receipt by the Company of evidence, including an opinion of counsel to the Purchaser that is acceptable to the Company, reasonably satisfactory to it that such legend may be removed, issue certificates for such Restricted Securities that do not bear the legend described in Section 5.6(b).

Restrictions on Transfer; Legends. (a) At the Effective Time, none of the shares of Aros Issuable StockUntil vested as aforesaid, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered under the Securities Act or the securities laws of any state. None of the Restricted Securities Shares may not be sold, offered for sale assigned, transferred, pledged or otherwise encumbered, except by will or by the laws of descent and distribution. In addition, the Committee, in its sole discretion, may permit Restricted Shares to be transferred to a Family Member subject to such terms and conditions as the Committee, in any manner for an indefinite period of time unless and until (i) a registration statement its sole discretion, may impose with respect thereto is in effect under to such transfer. Until vested as aforesaid, the Securities Act and applicable state lawsRestricted Shares shall not be subject to execution, attachment or (ii) it has been established similar process. Any attempted sale, assignment, transfer, pledge or other encumbrance of Restricted Shares contrary to the reasonable satisfaction provisions hereof, and the levy of Aros any execution, attachment or similar process upon the Restricted Shares, shall be null and its counsel that the proposed transaction is exempt from registration under the Securities Act void and applicable state laws or that registration under the Securities Act and applicable state laws is not requiredwithout effect. (b) It is understood The Participant understands and agrees that each certificate representing the certificates evidencing the Shares of Restricted Securities shall bear Stock may include the following legendslegend set forth below or a legend substantially equivalent thereto to reflect restrictions on transfer: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN FORFEITURE PROVISIONS AND, ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE EMCUMBERED, EXCEPT IN CONFORMITY WITH THE TERMS AND CONDITIONS OF A STOCKHOLDERS WRITTEN AGREEMENT DATED BETWEEN THE CORPORATION AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING REGISTERED HOLDER OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY (OR THE PREDECESSOR IN INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXYSHARES). A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO IS MAINTAINED AT THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS CORPORATION’S PRINCIPAL PLACE OF BUSINESSCORPORATE OFFICES.” (c) The Participant agrees that, in order to ensure compliance with any restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (d) The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold, assigned, transferred, pledged or otherwise encumbered in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Shares shall have been so transferred.

Restrictions on Transfer; Legends. The GTN Shares will not be transferable except (a1) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or (2) upon receipt by the Company of a written opinion of counsel, reasonably satisfactory to the Company, that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable relevant state securities laws, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not required. (b) It is understood that each certificate . Restrictive legends must be placed on all certificates representing the Restricted Securities shall bear the following legendsGTN Shares, substantially as follows: “"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THEY THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO AVAILABLE EXEMPTION FROM THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING REQUIREMENTS OF THE SHARES REPRESENTED HEREBYSECURITIES ACT OR SUCH OTHER LAWS." Each Shareholder understands and acknowledges that the Company has not agreed to register the GTN Shares for distribution in accordance with the Securities Act or state law, and that the Company has not agreed to comply with any exemption under the Securities Act or state law for the resale of the GTN Shares. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXYEach Shareholder understands and acknowledges that the Company has no obligation to undertake or complete a public offering of its securities and that even if a public offering is undertaken and successfully completed, the GTN Shares received hereby will remain subject to the restrictions on transferability described in this Agreement. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSIf no public offering is undertaken and completed, the Shareholders may never be able to sell their GTN Shares pursuant to Rule 144 under the Act. Each Shareholder further understands and acknowledges that the Company currently does not file periodic reports with the Securities and Exchange Commission pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and may not be obligated to file such reports at any time in the future. Therefore, the Shareholders may never be able to sell their shares pursuant to Rule 144 under the Act.”

Restrictions on Transfer; Legends. Any Purchase Shares or Xxxxxxxxx Shares (as defined herein) will not be transferable except (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or the (b) upon receipt by Parent of a written opinion of counsel reasonably satisfactory to Parent that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable relevant state securities laws, or (ii) it has been established and such transfer shall be subject to the reasonable satisfaction terms and conditions of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not required. (b) It is understood that each certificate Lock Up Leak Out Agreement, attached hereto as Exhibit A. Restrictive legends must be placed on all certificates representing the Restricted Securities shall bear the following legendsPurchase Shares, substantially as follows: “THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALEASSIGNED, PLEDGED OR HYPOTHECATED IN OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IT, OR OTHERWISE SATISFIES ITSELF, THAT SUCH AN EXEMPTION FROM REGISTRATION IS NOT REQUIREDAVAILABLE.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT LOCK-UP AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. LEAK-OUT AGREEMENT, A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL WHICH MAY BE FURNISHED TO EXAMINED AT THE RECORD HOLDER OFFICE OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSCORPORATION.”

Restrictions on Transfer; Legends. (a) At the Effective Time, none 4.1 Each of the Minority Stockholders agrees not to make any voluntary Transfer of the Common Stock owned by such Minority Stockholder without the written consent of BNC or as otherwise provided herein, except that such Minority Stockholder may make a voluntary Transfer by gift to a member of such Minority Stockholder's Immediate Family, provided that the recipient of such Transfer agrees in a writing (which is satisfactory in form and substance to BNC) to be bound by this Agreement with respect to such shares as if a signatory hereto. 4.2 In the event that any shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion are Transferred involuntarily, or Transferred in violation of this Agreement, such Transfer will give to BNC the right, exercisable by written notice to the record owner of such shares, to purchase the shares so Transferred at a purchase price equal to the book value of such shares determined from the Company's financial statements as of the end of the Company's fiscal year preceding such Transfer. Such right shall be exercisable for three (3) years after BNC receives notice of any Transfer. 4.3 Each certificate representing shares of the Aros Issuable Common Stock or exercise of the ReGen Options and Warrants shall be stamped with a legend as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SHARES DESCRIBED IN AND SUBJECT TO A STOCKHOLDERS' AGREEMENT (collectively, the “Restricted Securities”THE "AGREEMENT"), nor the offer and sale thereofDATED AS OF DECEMBER __, will have been registered under the Securities Act or the securities laws of any state1999, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION. None of the Restricted Securities may be soldSUCH AGREEMENT PROVIDES, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable state lawsAMONG OTHER THINGS, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not requiredFOR CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE, AND FOR CERTAIN RIGHTS OF THE CORPORATION OR OTHERS TO PURCHASE THE SHARES REPRESENTED BY THIS CERTIFICATE. THE CORPORATION WILL FURNISH TO THE OWNER OF THE SHARES REPRESENTED BY THIS CERTIFICATE UPON REQUEST, WITHOUT CHARGE, A COPY OF SUCH AGREEMENT. (b) It is understood that each certificate representing the Restricted Securities shall bear the following legends: “THESE SECURITIES " THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE LAWSSTATE. THEY SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED BY SAID ACT OR STATE LAWS.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

Restrictions on Transfer; Legends. Any Purchase Shares will not be transferable except (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or (b) upon receipt by the Buyer of a written opinion of counsel reasonably satisfactory to Buyer that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable relevant state laws, or (ii) it has been established securities laws and such transfer shall be subject to the reasonable satisfaction terms and conditions of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not required. (b) It is understood that each certificate Lock Up Leak Out Agreement, attached hereto as Exhibit A. Restrictive legends must be placed on all certificates representing the Restricted Securities shall bear the following legendsPurchase Shares, substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THEY THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT OR SAID PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “UNTIL TWENTY-FOUR MONTHS FROM THE SHARES REPRESENTED BY THIS CERTIFICATE DATE OF ISSUANACE THESE SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT TO THE TERMS OF A LOCKUP AGREEMENT DATED JUNE 11, 2021” “THESE SECURITIES HAVE RESTRICTED VOTING RIGHTS AND MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON FILE IN THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSCOMPANY’S EXECUTIVE OFFICE.”

Restrictions on Transfer; Legends. (a) At the Effective Time, none of the The shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Parent Common Stock issuable upon conversion to be issued to the Company Stockholders in the Merger shall be characterized as "restricted securities" for purposes of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered Rule 144 under the Securities Act or the securities laws of any state. None of the Restricted Securities may be soldAct, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable state laws, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not required. (b) It is understood that each certificate representing the Restricted Securities any of such shares shall bear a legend identical or similar in effect to the following legends: “THESE legend (together with any other legend or legends required by applicable state securities laws or otherwise): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLDOFFERED, OFFERED FOR SALESOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH LAWS OR IN THE ABSENCE OF COMPLIANCE WITH AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM SUCH REGISTRATION IS NOT REQUIREDREQUIREMENTS. Registration Statement. Parent shall use commercially reasonable efforts to prepare and file, on or before March 31, 2004, a registration statement on Form S-3 with the SEC (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith) covering the resale of the shares of Parent Common Stock to be issued to the Company Stockholders pursuant to the Merger (the "Registration Statement"). Nasdaq SmallCap Market Listing. If required under Nasdaq SmallCap Market regulations, Parent shall file a "Notification Form: Listing of Additional Shares", together with the necessary supporting documentation, promptly after signing this Agreement and shall use its commercially reasonable efforts to authorize for listing on The Nasdaq SmallCap Market the shares of Parent Common Stock issuable in connection with the Merger, upon official notice of issuance. Blue Sky Laws. Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable to the issuance of the Merger Shares pursuant hereto. The Company shall use its best efforts to assist Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable in connection with the issuance of the Merger Shares pursuant hereto. Additional Assurances. At the request of Parent, the Company shall use its commercially reasonable efforts to cause each of the Company Stockholders to execute and deliver to Parent such instruments and do and perform such acts and things as may be necessary or desirable for complying with all applicable securities laws and state corporate law. Access to Information. The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Company's properties, books, contracts, commitments and records; (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company as Parent may reasonably request; and (iii) all employees of the Company as identified by Parent. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. The Parent shall afford the Company and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Parent's properties, books, contracts, commitments and records and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Parent as the Company may reasonably request. The Parent agrees to provide to the Company and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify: any representation or warranty contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or the indemnification obligations of the Company Stockholders and SK.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

Restrictions on Transfer; Legends. (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of The Purchaser agrees that it will not Transfer any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered except pursuant to an effective registration statement under the Securities Act or the securities laws of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable state laws, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt exemption from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not requiredAct. (b) It is understood that each certificate representing So long as the Restricted Securities are not sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 under the Act, the Restricted Securities shall be subject to a stop- transfer order and the certificates therefor shall bear the following legendslegend by which each holder thereof shall be bound: “THESE SECURITIES "THE [WARRANTS EVIDENCED BY THIS WARRANT CERTIFICATE/SHARES REPRESENTED BY THIS CERTIFICATE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR UNDER -------------- ANY APPLICABLE STATE LAWS. THEY SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR UNLESS VIROPHARMA INCORPORATED RECEIVES AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY IT THAT SUCH OFFER, SALE, PLEDGE OR TRANSFER IS EXEMPT FROM ANY REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OR PROSPECTUS DELIVERY REQUIREMENTS OF THE SHARES REPRESENTED HEREBY. SECURITIES ACT AND ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSAPPLICABLE STATE SECURITIES LAWS.”" (c) The Company shall, upon the written request of the holder of the Restricted Securities and receipt by the Company of evidence, including an opinion of counsel to the Purchaser that is acceptable to the Company, reasonably satisfactory to it that such legend may be removed, issue certificates for such Restricted Securities that do not bear the legend described in Section 5.6(b).

Restrictions on Transfer; Legends. Stockholder represents and warrants that Stockholder understands that: (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will The Securities that Stockholder is acquiring have not been registered under the Securities Act, and such securities must be held indefinitely unless a transfer of them is subsequently registered under the Act or the securities laws of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a exemption from such registration statement with respect thereto is in effect under the Securities Act and applicable state laws, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not requiredavailable. (b) It is understood Stockholder agrees that each certificate all certificates representing the Restricted Securities Buyer Common Stock shall bear have endorsed thereon a legend in substantially the following legendsform: “THESE "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES HAVE ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM." (c) Stockholder agrees that all Loan Notes shall have endorsed thereon a legend in substantially the following form: "THIS NOTE WAS ORIGINALLY ISSUED ON ____, 200_, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE ABSENCE Pound Sterling7,650,000 LOAN NOTE INSTRUMENT CREATING PRINCIPAL AMOUNT GUARANTEED LOAN NOTES 2004 GUARANTEED BY BARCLAYS BANK PLC. THE ISSUER OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. NOTE WILL FURNISH A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED THESE PROVISIONS TO THE RECORD HOLDER OF THIS CERTIFICATE HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSREQUEST.”" Stockholder acknowledges that the legend contained in this Section 4 shall be removed from a certificate in connection with any sale in compliance with the terms of this Section 4 and pursuant to a Registration Statement, but shall not be removed in any other circumstance without Buyer's prior written consent, which consent shall be exercised in Buyer's sole discretion.

Restrictions on Transfer; Legends. (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options The Initial Debentures have not been and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been not be registered under the Securities 1933 Act or the securities laws of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable state securities laws, or (ii) it has been established and are, therefore, subject to the reasonable satisfaction of Aros restrictions on resale under applicable United States federal and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not required. (b) It is understood that each securities laws. Each certificate representing the Restricted Securities an Initial Debenture, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legendslegend until such time as it is no longer required under applicable requirements of the 1933 Act or applicable state securities laws: “THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , “), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID 1933 ACT OR SAID LAWSPURSUANT TO AN AVAILABLE EXEMPTION FROM, OR AN IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY THAT COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH REGISTRATION IS NOT REQUIRED.” SECURITIES. provided, that with respect to any such pledge that the transferee is an “accredited investor”, as such term is defined in Rule 501(a) of Regulation D under the 1933 Act, and such transfer complies with applicable United States federal and state securities laws and Canadian federal and provincial securities laws. Each certificate representing an Initial Debenture, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend until such time as it is no longer required under applicable Canadian securities laws: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO SECURITY MUST NOT TRADE THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESSSECURITY BEFORE JUNE 27, 2009.”