Common use of Sale Restriction Clause in Contracts

Sale Restriction. (a) Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”), other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup Shares held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Shares (i) as a bona fide gift or transfer by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family members

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction Period, except in connection with the Holder will Option Agreement, Stock Purchase Agreement and an agreement for the sale of up to 1,625,000 shares of Common stock pursuant to two Option Agreements entered into on April 24, 2007 with the Optionees and certain other parties, the Holders shall not offer, pledge, sell, contract to sell, buy or sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns Holders own or has have a right to acquire as of the date hereof (collectively, the “Lockup Shares”)hereof, other than in connection with an offer made to all shareholders stockholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder Holders further agrees agree that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of shares of Common Stock or other securities of the Lockup Shares Company held by Holder Holders in violation of this Agreement. The Company agrees to use commercially reasonable efforts not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder Holders of Common Stock, Stock or options or instruments convertible into Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transfer, the Holder Holders may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Shares Common Stock (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectlyto a partnership which is the general partner of a partnership of which a Holder is a general partner, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned, (iv) a bona fide sale for cash at not less than $7.00 per share of Common Stock, or (v) that at no time may the Holders beneficially own less than the amount of Common Stock (subject to adjustment for stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transactions) necessary for Holders to comply with their obligations under the agreements described in Section 2a above. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin cousin. Holders agree to immediately cancel and “control” (including with correlative meanings “controlled by” not replace during the Restriction Period any plan under Rule 10b5-1 under the Securities and “under common control with”) Exchange Act of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family members1934.

Sale Restriction. (a) Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to selltransfer, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”), other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to (x) place a restrictive legend on any certificates issued during the Restriction Period evidencing the Shares, and the Company agrees (y) to place “"stop orders” " on its books and with its transfer agent to prevent any transfer of Shares of the Lockup Shares Company held by Holder in violation of this Agreement. The Company agrees to use commercially reasonable efforts not to allow to occur any transaction inconsistent with this Agreement, but in the event of a material adverse change in financial circumstances of the Holder where there may be a liquidity need of the Holder, Company agrees to work with Holder in meeting Holder's liquidity needs. (b) Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any a portion of the Lockup Shares (i) as a bona fide gift gifts or transfer transfers by will or intestacy, intestacy and (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), ) and (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage . (c) All restrictions under this Agreement will terminate immediately if the Holder (or adoption, not more remote than first cousin and “control” (including another Holder with correlative meanings “controlled by” and “under common control with”whom the Holder is affiliated) of is a Person means the power, direct or indirect, to direct or cause the direction director of the management Company or its subsidiaries, and policies either (i) the Holder ceases to be a director as a result of such PersonHolder's death, whether through disability as defined under the Company's disability insurance plan, or removal as a director by the Company or its subsidiaries without cause. (d) All restrictions under this Agreement will terminate immediately if there is a merger, acquisition, or other transaction which results in the Company not being the surviving corporation or in the event that any action is taken to delist the Shares on the NASDAQ Global Select Market (except for actions to list the Shares on a more widely traded platform). (e) In the event of any stock dividend, stock split or consolidation of shares or any like capital adjustment of any of the outstanding securities of the Company, all new, substituted or additional securities or other property to which Holder becomes entitled by reason of ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder Shares shall be deemed subject to control any of his or her immediate family membersrestriction with the same force and effect as the Shares subject to restriction immediately before such event.

Sale Restriction. (a) Holder hereby agrees that that, during the Restriction Lock-Up Period, the Holder will shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any more than [—] shares of Common StockStock (the “Lock-Up”). In addition, Common Stock Equivalents or the Holder shall not sell any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”)hereof, other than in connection with an offer made to all shareholders of the Company in connection with a merger, consolidation or similar transaction involving the Company. The Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of shares of Common Stock or other securities of the Lockup Shares Company held by Holder in violation of this Agreement. The Company agrees not to allow any transaction to occur any transaction that is inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder of Common Stock, Stock or options or instruments convertible into Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Lock-Up Period, transfer all or any portion of the Lockup Shares Common Stock (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectlyto a partnership which is the general partner of a partnership of which the Holder is a general partner, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” cousin. (including with correlative meanings “controlled by” and “under common control with”d) of a Person means Notwithstanding the powerforegoing restrictions on transfer, direct or indirect, to direct or cause at any time during the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereofLock-Up Period, the Holder Investor Group shall be deemed have the ability to control any of his or her immediate family memberswaive the Lock-Up by express written consent delivered to the Company.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction PeriodPeriod without the consent of the Required Holders (as defined in the Subscription Agreement), the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, or during the “Lockup Shares”)Restriction Period, other than in connection with an offer made to all shareholders stockholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “"stop orders” " on its books to prevent any transfer of shares of Common Stock or other securities of the Lockup Shares Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Stock or options or instruments convertible into Common Stock Equivalents or any options, warrants or other rights to purchase any other security of (“Convertible Securities”) during the Company will be deemed to be “Lockup Shares” and Restriction Period will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any a portion of the Lockup Shares shares of Common Stock or Convertible Securities (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, and (iii) any other Person that directly or indirectly, whether through one or in bona fide sales for cash at more intermediaries or otherwise, controls or is controlled by or is under common control with the Holderthan $4.00 per share of Common Stock; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or ), and (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family members.

Sale Restriction. (a) The Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to selltransfer, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”), other than in connection with (i) an offer made to all shareholders stockholders of the Company in connection with merger, consolidation consolidation, or similar transaction involving the Company or (ii) an underwritten offering of the Company's securities. Notwithstanding any other provision of this Agreement, if the managing underwriters advise the Company that marketing factors require a limitation of the number of Shares to be underwritten or exclusion of the Shares, then the managing underwriters may exclude the Shares from the registration and the underwriting. If the Holder disapproves of the terms of any such underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriters. Any Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. The Holder further agrees that the Company is authorized to and the Company agrees to place “"stop orders” " on its books to prevent any transfer of Shares of the Lockup Shares Company held by the Holder in violation of this Agreement. The Company agrees to use commercially reasonable efforts not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any a portion of the Lockup Shares (i) as a bona fide gift gifts or transfer transfers by will or intestacy, intestacy and (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), ) and (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof. (c) In the event of any stock dividend, “immediate family” means stock split or consolidation of shares or any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) like capital adjustment of a Person means the power, direct or indirect, to direct or cause the direction any of the management and policies outstanding securities of such Personthe Company, whether through all new, substituted or additional securities or other property to which Holder becomes entitled by reason of ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder Shares shall be deemed subject to control any of his or her immediate family membersrestriction with the same force and effect as the Shares subject to restriction immediately before such event.

Sale Restriction. (a) Holder hereby agrees that during the Restriction PeriodExcept as provided in Sections 1(b) and 2 below, the Holder will not offerStockholder shall not, pledgewithout the prior written consent of the Company, (i) sell, offer to sell, contract or agree to sell, sell grant any option or contract to purchase, lend, transfer purchase or otherwise dispose of or agree to dispose of, directly or indirectly (collectively, “Transfer”), any Common Stock Equivalents, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock Equivalents, whether any such transaction is to be settled by delivery of Common Stock Equivalents, in cash or otherwise. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock, Common Stock Equivalents if such transfer would constitute a violation or any options, warrants or other rights to purchase any other security breach of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”), other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup Shares held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance The restrictions contained in clause (a) above and Section 2 below shall not apply to: (i) Transfers to and/or acquisition by Holder the Company, (ii) Transfers registered under the Securities Act of Common Stock1933 (the “Securities Act”), (iii) Transfers made pursuant to a broker-facilitated cashless exercise, Common Stock Equivalents or any pursuant to which the Stockholder sells enough shares of common stock underlying a stock option in order to generate the exercise price for all stock options exercised that day, (iv) Transfers made in order to cover the tax liability generated from exercising stock options, warrants or other rights pursuant to purchase which the Stockholder sells enough shares of common stock to cover any other security taxes that are owed by the Stockholder resulting from such option exercise, (v) Transfers made pursuant to a sale of the Company will be deemed (pursuant to a merger, tender or exchange offer, going-private transaction or similar transaction), (vi) pledges of all or substantially all of a Covered Stockholder’s assets in connection with a bona fide financing transaction, (vii) distributions to affiliates, partners, members or stockholders of (x) a Covered Stockholder that is an entity or (y) an affiliate of a Covered Stockholder that is an entity, (viii) bona fide gifts, provided the recipient thereof agrees in writing to be “Lockup Shares” and will be subject to bound by the provisions terms of this Agreement., or (cix) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Shares (i) as a bona fide gift or transfer by will or intestacy, (ii) dispositions to any trust trust, family limited partnership or family limited liability company for the direct or indirect benefit of the undersigned or a Covered Stockholder and/or the immediate family of the Holdera Covered Stockholder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family membersthis Agreement.

Sale Restriction. (a) The Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to selltransfer, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security more than (i) fifty percent (50%) of the Company which Holder owns or has a right to acquire as Shares during the first three month period after the six (6) month period from June __, 2010 (the “Closing Date”) (i.e. Months 7-9 after the Closing Date) and (ii) fifty percent (50%) of the date hereof Shares during the second three month period after the six (collectively, 6) month period from the “Lockup Shares”Closing Date (i.e. Months 10-12 after the Closing Date), other than in connection with an offer made to all shareholders stockholders of the Company in connection with merger, consolidation consolidation, or similar transaction involving the Company. The Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of Shares of the Lockup Shares Company held by the Holder in violation of this Agreement. The Company agrees to use commercially reasonable efforts not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any a portion of the Lockup Shares (i) as a bona fide gift gifts or transfer transfers by will or intestacy, intestacy and (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), ) and (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof. (c) In the event of any stock dividend, “immediate family” means stock split or consolidation of shares or any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) like capital adjustment of a Person means the power, direct or indirect, to direct or cause the direction any of the management and policies outstanding securities of such Personthe Company, whether through all new, substituted or additional securities or other property to which Holder becomes entitled by reason of ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder Shares shall be deemed subject to control any of his or her immediate family membersrestriction with the same force and effect as the Shares subject to restriction immediately before such event.

Sale Restriction. (a) The Holder hereby agrees that during the Restriction Period and during each one week period in the period of time between the date that the Form S-1 becomes effective with the SEC and the termination of the Restricted Period, the Holder will not offer, pledge, sell, contract to selltransfer, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares more than the greater of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security (i) one hundred thousand (100,000) of the Company which Holder owns or has a right Registrable Shares, and (ii) the number of Registrable Shares equal to acquire as 7.5% of the date hereof (collectively, average weekly trading volume of the “Lockup Shares”)Company’s common stock during the prior four calendar weeks, other than in connection with an offer made to all shareholders stockholders of the Company in connection with merger, consolidation consolidation, or similar transaction involving the Company. The Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup Registrable Shares held by Holder in violation of this Agreement. The Company agrees to use commercially reasonable efforts not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any a portion of the Lockup Registrable Shares (i) as a bona fide gift gifts or transfer transfers by will or intestacy, ; (ii) to any trust for the direct or indirect benefit of the undersigned Holder or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, ; (iii) any other Person that directly to a charity or indirectly, whether through one trust the beneficiaries of which are exclusively the Holder and/or a member or more intermediaries or otherwise, controls or is controlled by or is under common control with members of the Holder’s immediate family or pursuant to any court order or court settlement; (iv) sales, dispositions or other transfers to affiliates of the Holder, including its members (if a limited liability company) or its partners (if a partnership); and (v) the transfer by the Holder of its Registrable Shares to any existing shareholder of the Company; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or ), (iii), (iv) or (v) each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereofHolder. (c) In the event of any stock dividend, “immediate family” means stock split or consolidation of shares or any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) like capital adjustment of a Person means the power, direct or indirect, to direct or cause the direction any of the management and policies outstanding securities of such Personthe Company, whether through all new, substituted or additional securities or other property to which Holder becomes entitled by reason of ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder Registrable Shares shall be deemed subject to control any of his or her immediate family membersrestriction with the same force and effect as the Registrable Shares subject to restriction immediately before such event.

Sale Restriction. (a) The Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to selltransfer, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security more than twenty percent (20%) of the Company which Shares during each month after November 20, 2011 (the “Closing Date”) (i.e., December 2011 is the first month that Holder owns or has a right may begin to acquire as sell twenty percent (20%) of the date hereof (collectively, the “Lockup Shares”), other than in connection with an offer made to all shareholders stockholders of the Company in connection with a merger, consolidation consolidation, acquisition, share exchange, or similar transaction involving the Company. The Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of Shares of the Lockup Shares Company held by the Holder in violation of this Agreement. The Company agrees to use commercially reasonable efforts not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any a portion of the Lockup Shares (i) as a bona fide gift gifts or transfer transfers by will or intestacyintestacy , (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, and (iii) to any other Person that directly member or indirectly, whether through one owner of the Holder if such transfer is pursuant to the liquidation or more intermediaries or otherwise, controls or is controlled by or is under common control with reorganization of the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or ), and (iii), ) each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof. (c) In the event of any stock dividend, “immediate family” means stock split or consolidation of shares or any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) like capital adjustment of a Person means the power, direct or indirect, to direct or cause the direction any of the management and policies outstanding securities of such Personthe Company, whether through all new, substituted or additional securities or other property to which Holder becomes entitled by reason of ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder Shares shall be deemed subject to control any of his or her immediate family membersrestriction with the same force and effect as the Shares subject to restriction immediately before such event.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction Period, except as set forth in Section 1(c) herein, the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents common stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”), other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup Shares held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents common stock or any options, warrants options or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and instruments convertible into common stock will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Shares common stock (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectlyto a partnership which is the general partner of a partnership of which the Holder is a general partner, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned, except that in the case of any gift, each donee is required to refrain from selling any of the Lockup Shares, as defined below, for a period of Nine (9) months from the effective date of the Registration Statement. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family memberscousin.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents Ordinary Shares or any options, warrants or other rights to purchase Ordinary Shares or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”), other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup Shares held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. Notwithstanding the foregoing, the Lockup Shares transferred under the Make Good Escrow Agreement, by and among the Company, Make Good Shareholders, Access America Fund, LP and Xxxxxx & Xxxxxx, LLP as escrow agent, dated October 22, 2009, shall not be subject to this section. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents Ordinary Shares or any options, warrants options or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and instruments convertible into Ordinary Shares will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Ordinary Shares (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectlyto a partnership which is the general partner of a partnership of which the Holder is a general partner, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family memberscousin.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction PeriodPeriod without the consent of the Required Holders (as defined in the Subscription Agreement), the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, or during the “Lockup Shares”)Restriction Period, other than in connection with an offer made to all shareholders stockholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of shares of Common Stock or other securities of the Lockup Shares Company held by Holder in violation of this Agreement. The Company agrees to use commercially reasonable efforts not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Stock or options or instruments convertible into Common Stock Equivalents or any options, warrants or other rights to purchase any other security of (“Convertible Securities”) during the Company will be deemed to be “Lockup Shares” and Restriction Period will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any a portion of the Lockup Shares shares of Common Stock or Convertible Securities (i) as a bona fide gift gifts or transfer transfers by will or intestacy, intestacy and (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), ) and (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family members.

Sale Restriction. (a) a. Holder hereby agrees that during the six (6) months from the date hereof (the “Restriction Period”), Holder shall not, directly or indirectly, through an “affiliate” or “associate” (as such terms are defined in the Holder will not General Rules and Regulations under the Securities Act), or otherwise, offer, pledge, sell, contract to sell, sell any pledge, hypothecate, grant an option or contract to purchasefor sale, lend, transfer or otherwise dispose of, or transfer or grant any rights with respect thereto in any manner (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition, whether by actual disposition, effective economic disposition due to cash settlement, transfer of the entity holding the Lockup Shares or otherwise) either privately or publicly (each, a “Transfer”) any Common Stock (including any of the shares of Common StockStock acquired pursuant to a stock split, Common Stock Equivalents stock dividend, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company) or any options, warrants or other rights to purchase Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof hereof, other than Excluded Shares (collectively, defined below) (the “Lockup Shares”), or enter into any agreement or any transaction that has the effect of transferring, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lockup Shares, whether any such agreement or transaction is to be settled by delivery of the Lockup Shares, other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is and its transfer agent are authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup Shares held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder “Excluded Shares” means shares of Common Stock, Common Stock Equivalents acquired by the Holder in the Offering or any options, warrants or other rights issuable to purchase any other security the Holder upon exercise of the Company will be deemed to be “Lockup Shares” and will be subject Warrants issued to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Shares (i) as a bona fide gift or transfer by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family membersOffering.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup SharesLocked Up Securities”), other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “"stop orders” " on its books to prevent any transfer of shares of Common Stock or other securities of the Lockup Shares Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Stock or options or instruments convertible into Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Shares Common Stock (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectlyto a partnership which is the general partner of a partnership of which the Holder is a general partner, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned, and (iv) up to five percent (5%) per year of the Holder’s Common Stock component of the Locked Up Securities as of the Initial Closing Date, in free market sales not subject to further restrictions on sale but not more than one such percent during any thirty day period. For purposes hereof, “"immediate family” " means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family memberscousin.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents common stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”), other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup Shares held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents common stock or any options, warrants options or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and instruments convertible into common stock will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Shares common stock (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectlyto a partnership which is the general partner of a partnership of which the Holder is a general partner, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family memberscousin.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction PeriodPeriod without the consent of the Required Holders (as defined in the Subscription Agreement), the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”)hereof, other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “"stop orders” " on its books to prevent any transfer of shares of Common Stock or other securities of the Lockup Shares Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Stock or options or instruments convertible into Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be (“Lockup Shares” and Convertible Securities”) will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any a portion of the Lockup Shares shares of Common Stock or Convertible Securities (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any to a partnership which is the general partner of a partnership of which the Holder is a general partner, (iv) private sales, provided the Common Stock or Convertible Securities (other than Key Person that directly or indirectlySecurities (as defined in the Subscription Agreement), whether through one or more intermediaries or otherwisewhich shall not be subject to restrictions) are subject to transfer restrictions under the Securities Act of 1933, controls or is controlled as amended, subsequent to such transfer, (v) each ninety (90) days up to ten percent (10%) of the Common Stock owned by or is the Holder on the Closing Date, in market transactions at not less than $3.25 per share of Common Stock, (vi) each ninety (90) days up to twenty-five percent (25%) of the Common Stock owned by the Holder on the Closing Date, in market transactions at not less than $6.50 per share of Common Stock, (vii) each ninety (90) days up to fifty percent (50%) of the Common Stock owned by the Holder on the Closing Date, in market transactions at not less than $8.00 per share of Common Stock, (viii) all of the Common Stock owned by the Holder on the Closing Date, in market transactions at not less than $9.00 per share of Common Stock and (ix) purchased upon exercise of warrants called by the Company and registered under common control with the Holderapplicable securities law; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or ), (iii) and (iv), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes of clauses (v), (vi) and (vii) the Holder should be deemed to include any and all transferees of such Holder pursuant to clauses (i), (ii), (iii) and (iv). For purposes hereof, “"immediate family” " means any relationship by blood, marriage or adoption, not more remote than first cousin cousin. In no event may sales pursuant to clauses (v), (vi) and “control” (including with correlative meanings “controlled by” and “under common control with”vii) during any ninety (90) day period exceed twenty-five percent (25%) of a Person means the power, direct or indirect, to direct or cause average weekly volume of Common Stock trading for the direction of the management and policies of month preceding such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family memberssales.

Sale Restriction. (a) Holder hereby agrees that during the Restriction Period, the Holder will not (a) offer, pledge, sell, offer to sell, contract to sell, sell any option or contract to purchase, lendpurchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents the Ordinary Shares or any optionssecurities convertible into, warrants or exercisable or exchangeable for, Ordinary Shares, or (ii) enter into any swap or other rights to purchase agreement that transfers, in whole or in part, any other security of the Company which Holder owns economic consequences of ownership of the Ordinary Shares or has a right such other securities convertible into, or exercisable or exchangeable for, Ordinary Shares (whether any such transaction described in clause (i) or (ii) above is to acquire be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise), in each case, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as of amended) or otherwise controlled by the undersigned on the date hereof or hereafter acquired or otherwise controlled, for a period beginning from the date hereof and continuing to and including the date ninety (collectively90) days after the date of the prospectus included in the Registration Statement with regard to the Public Offering (the “Restriction Period”). For the avoidance of doubt, the “Lockup Shares”), other than in connection with an offer made to all shareholders Holder’s exercise of a stock option or warrant issued or granted by the Company in connection with mergeroutstanding on the date hereof shall not be subject to this Agreement; provided, consolidation however, that any Ordinary Shares received upon the exercise of any such option or similar transaction involving the Companywarrant will also be subject to this Agreement. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup any such Ordinary Shares or other securities held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, in the event the Holder is an individual, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Ordinary Shares (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family members. (c) Notwithstanding the foregoing, if (i) during the last 17 days of the Restriction Period, the Company issues an earnings release or material news or a material event occurs or (ii) before the expiration of the Restriction Period, the Company announces that it will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the Restriction Period, the lock-up restrictions will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction Period, he or she shall be prevented from selling any shares until the date that is twelve (12) months after the Closing Date, or, if the Holder is an officer of the Company and not a 5% or greater beneficial owner of the Company, then until such Holder is no longer employed and has not been employed by the Company or any of the Company’s Subsidiaries for the preceding three months. The Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”)hereof, other than in connection with an offer made to all shareholders of the Company in connection with a merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of shares of Common Stock or other securities of the Lockup Shares Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. The foregoing is in accordance with the form annexed to the Subscription Agreement as Exhibit E, with the persons identified on Schedule 9(q). (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Stock or options or instruments convertible into Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any portion of the Lockup Shares Common Stock (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectlyto a partnership which is the general partner of a partnership of which the Holder is a general partner, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family memberscousin.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants Restricted Securities or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, or during the “Lockup Shares”)Restriction Period, other than in connection with an offer made to all shareholders stockholders of the Company in connection with merger, consolidation or similar transaction involving the CompanyCompany or as permitted pursuant to Section 2(c) of this Agreement. Holder further agrees that the Company is authorized to and the Company agrees to place “"stop orders” " on its books to prevent any transfer of shares of Common Stock, Common Stock Equivalents or other securities of the Lockup Shares Company held by or issuable to the Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Stock or options or instruments convertible into Common Stock Equivalents or any options, warrants or other rights to purchase any other security of during the Company will be deemed to be “Lockup Shares” and Restriction Period at a price that is lower than the Conversion Price will be subject to the provisions of this Agreement. (c) c. Notwithstanding anything contained herein to the foregoing restrictions on transfercontrary, the Holder maymay transfer, at sell or otherwise dispose of any time and from time to time during the Restriction Period, transfer all shares of Common Stock or any portion securities convertible into or exercisable or exchangeable for Common Stock: (1) to any member of the Lockup Shares immediate family of the undersigned; (i) as a bona fide gift or transfer by will or intestacy, (ii2) to any trust or other entity owned by or maintained for the direct or indirect benefit of the undersigned or any one or more members of the immediate family of the Holderundersigned; (3) to any corporation, provided that any such transfer shall not involve a disposition for valuepartnership, (iii) any limited liability company or other Person that directly entity all of the beneficial ownership interests of which are held by the undersigned or indirectly, whether through one or more intermediaries immediate family members of the undersigned; (4) by will, other testamentary document or otherwiseintestate succession to the legal representative, controls heir, beneficiary or is controlled a member of the immediate family of the undersigned; (5) pledges by or is under common control with the Holder of the Restricted Securities as security for bona fide indebtedness of the Holder; provided(6) transfers made pursuant to a bona fide take-over bid made to all holders of common shares of the Company or a similar acquisition transaction provided that in the event that the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this Agreement; or (7) in open market sales at a per share price equal or greater to 200% of the Conversion Price in effect on the trade date of such sale; provided that, in the case of prior to completing any transfer described in clauses (i1) through (5), (ii) or (iii), each donee or the proposed transferee agrees in writing to be bound by the terms shall execute and conditions contained herein in the same manner as such terms and conditions apply deliver to the undersignedCompany an agreement reasonably satisfactory to the Company pursuant to which such transferee will agree to receive and hold such shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) subject to the provisions of this Agreement. For purposes hereofAs used in this paragraph, “the term "immediate family” family member" means any child, parent, father, mother, brother or sister of the undersigned, whether such relationship is by blood, marriage or adoption. For the avoidance of doubt, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means nothing contained herein shall restrict the power, direct or indirect, to direct or cause the direction ability of the management and policies undersigned to purchase shares of such Person, whether through ownership Common Stock on the open market or to exercise any option to purchase shares of voting securities, by contract or otherwise. For purposes hereof, Common Stock granted under any benefit plan of the Holder shall be deemed to control any of his or her immediate family membersCompany.

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants Restricted Securities or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, or during the “Lockup Shares”)Restriction Period, other than in connection with an offer made to all shareholders stockholders of the Company in connection with merger, consolidation or similar transaction involving the CompanyCompany or as permitted pursuant to Section 2(c) of this Agreement. Holder further agrees that the Company is authorized to and the Company agrees to place “"stop orders” " on its books to prevent any transfer of shares of Common Stock, Common Stock Equivalents or other securities of the Lockup Shares Company held by or issuable to the Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock or options or instruments convertible into Common Stock, including but not limited to the Common Stock and Common Stock Equivalents or any optionsset forth and described in that certain EXCHANGE AGREEMENT dated March 21, warrants or other rights to purchase any other security of 2014 during the Company will be deemed to be “Lockup Shares” and Restriction Period will be subject to the provisions of this Agreement. (c) c. Notwithstanding anything contained herein to the foregoing restrictions on transfercontrary, the Holder maymay transfer, at sell or otherwise dispose of any time and from time to time during the Restriction Period, transfer all shares of Common Stock or any portion securities convertible into or exercisable or exchangeable for Common Stock: (1) to any member of the Lockup Shares immediate family of the undersigned; (i) as a bona fide gift or transfer by will or intestacy, (ii2) to any trust for the direct or indirect benefit of the undersigned or any one or more members of the immediate family of the Holderundersigned; (3) to any corporation, provided that any such transfer shall not involve a disposition for valuepartnership, (iii) any limited liability company or other Person that directly entity all of the beneficial ownership interests of which are held by the undersigned or indirectly, whether through one or more intermediaries immediate family members of the undersigned; (4) by will, other testamentary document or otherwiseintestate succession to the legal representative, controls heir, beneficiary or is controlled by or is under common control with a member of the Holder; provided, that, in immediate family of the case of any transfer described in clauses (i)undersigned, (ii5) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family membersCompany; [or]

Sale Restriction. (a) Holder Each Shareholder hereby agrees that during for the Restriction period beginning on the date hereof and ending twelve months (12) months from the FINRA Approval, as defined below (the “Restricted Period”), the Holder Shareholder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase shares or any other security of the Company which Holder Shareholder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”), other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup Shares held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder Shareholder of Common Stock, Common Stock Equivalents shares or any options, warrants options or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and instruments convertible into shares will be subject to the provisions of this Agreement. (c) . Notwithstanding the foregoing restrictions on transfer, the Holder Shareholder may, at any time and from time to time during the Restriction Restricted Period, transfer all or any portion of the Lockup Shares shares (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the HolderShareholder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectlyto a partnership which is the general partner of a partnership of which the Shareholder is a general partner, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin cousin. The term “FINRA Approval” means the date of approval by FINRA of the Company’s name change and “control” (including with correlative meanings “controlled by” and “under common control with”) issuance of a Person means new trading symbol. (b) Beginning on the power, direct or indirect, to direct or cause the direction first day of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereoftwelfth (12th) month after FINRA Approval, the Holder restrictions on sale of the Lockup Shares set forth herein shall terminate with respect to twenty (20) percent of the Lockup Shares, and on each month thereafter the restrictions with respect to an additional ten (10) percent of the original amount of the Lockup Shares will terminate; such that after nine (9) months all Lockup Shares will be deemed free of the restrictions herein. (c) During the Restricted Period, the Shareholder shall retain all rights of ownership in the Lockup Shares, including, without limitation, voting rights and the right to control receive any dividends that may be declared in respect thereof. (d) The Company is hereby authorized and required to disclose the existence of his this Agreement to its transfer agent. The Company and its transfer agent are hereby authorized and required to decline to make any transfer of the common stock if such transfer would constitute a violation or her immediate family membersbreach of this Agreement and/or the Purchase Agreement.

Sale Restriction. (a) The Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to selltransfer, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security more than twenty five percent (25%) of the Company which Holder owns or has a right to acquire as Shares during each three month period after the twelve (12) month anniversary date of the date hereof (collectively, the “Lockup Shares”)this Agreement, other than in connection with an offer made to all shareholders stockholders of the Company in connection with merger, consolidation consolidation, or similar transaction involving the Company. The Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of Shares or other securities of the Lockup Shares Company held by the Holder in violation of this Agreement. The Company agrees to use commercially reasonable efforts not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and will be subject to the provisions of this Agreement. (c) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer all or any a portion of the Lockup Shares (i) as a bona fide gift gifts or transfer transfers by will or intestacy, intestacy and (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), ) and (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof. (c) In the event of any stock dividend, “immediate family” means stock split or consolidation of shares or any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) like capital adjustment of a Person means the power, direct or indirect, to direct or cause the direction any of the management and policies outstanding securities of such Personthe Company, whether through all new, substituted or additional securities or other property to which Holder becomes entitled by reason of ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder Shares shall be deemed subject to control any of his or her immediate family membersrestriction with the same force and effect as the Shares subject to restriction immediately before such event.

Sale Restriction. (a) Holder Each Shareholder hereby agrees that during for the Restriction period beginning on the date hereof and ending six months (6) months from the Closing (the “Restricted Period”), the Holder Shareholder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase shares or any other security of the Company MOXC which Holder Shareholder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”), other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of the Lockup Shares held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) Any subsequent issuance to and/or acquisition by Holder Shareholder of Common Stock, Common Stock Equivalents shares or any options, warrants options or other rights to purchase any other security of the Company will be deemed to be “Lockup Shares” and instruments convertible into shares will be subject to the provisions of this Agreement. (c) . Notwithstanding the foregoing restrictions on transfer, the Holder Shareholder may, at any time and from time to time during the Restriction Restricted Period, transfer all or any portion of the Lockup Shares shares (i) as a bona fide gift gifts or transfer transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the HolderShareholder, provided that any such transfer shall not involve a disposition for value, (iii) any other Person that directly or indirectlyto a partnership which is the general partner of a partnership of which the Shareholder is a general partner, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin and “control” cousin. (including with correlative meanings “controlled by” and “under common control with”b) of a Person means Upon the power, direct or indirect, to direct or cause the direction termination of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereofRestricted Period, the Holder restrictions on sale of the Lockup Shares set forth herein shall terminate with respect to twenty (20) percent of the Lockup Shares, and on each month thereafter the restrictions with respect to an additional ten (10) percent of the original amount of the Lockup Shares will terminate; such that after nine (9) months all Lockup Shares will be deemed free of the restrictions herein. (c) During the Restricted Period, the Shareholder shall retain all rights of ownership in the Lockup Shares, including, without limitation, voting rights and the right to control receive any dividends that may be declared in respect thereof. (d) MOXC is hereby authorized and required to disclose the existence of his this Agreement to its transfer agent. MOXC and its transfer agent are hereby authorized and required to decline to make any transfer of the common stock if such transfer would constitute a violation or her immediate family membersbreach of this Agreement

Sale Restriction. (a) a. Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares of Common Stock, Common Stock Equivalents or any options, warrants or other rights to purchase any other security of the Company Restricted Securities which Holder owns or has a right to acquires or acquire as of after the date hereof (collectivelyhereof, the “Lockup Shares”), other than except in connection with an offer made to all shareholders stockholders of the Company in connection with a merger, consolidation or similar transaction involving the CompanyCompany or as described in Section 2(c) below. Holder further agrees that the Company is authorized to and the Company agrees to place “"stop orders” " on its books to prevent any transfer of the Lockup Shares held by Holder Restricted Securities in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. (b) b. Any subsequent issuance to and/or acquisition by Holder of Common Stock, Stock or Common Stock Equivalents or any options, warrants or other rights to purchase any other security of during the Company will be deemed to be “Lockup Shares” and Restriction Period will be subject to the provisions of this Agreement. (c) c. Notwithstanding the foregoing restrictions on transferforegoing, the Holder may, at (and any time and from time to time during the Restriction Period, transfer all or any portion transferee of the Lockup Shares Holder) may transfer any Restricted Securities: (i) as a bona fide gift or gifts, provided that prior to such transfer the donee or donees thereof agree in writing to be bound by will or intestacythe restrictions set forth herein, (ii) to any trust trust, partnership, corporation or other entity formed for the direct or indirect benefit of the undersigned or the immediate family of the Holderundersigned, provided that prior to such transfer a duly authorized officer, representative or trustee of such transferee agrees in writing to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) any other Person to non-profit organizations qualified as charitable organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) if such transfer occurs by operation of law, such as rules of descent and distribution, statutes governing the effects of a merger or a qualified domestic order, provided that directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with the Holder; provided, that, in the case of prior to any transfer described in clauses the foregoing Sections (i) through (iv), (ii) or (iii), each donee or the transferee agrees in writing to be bound by executes an agreement stating that the terms transferee is receiving and conditions contained herein in the same manner as such terms and conditions apply holding any Restricted Securities subject to the undersignedprovisions of this Agreement. For purposes hereof, “immediate family” means shall mean any relationship by blood, marriage or adoption, not more remote than first cousin and “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means cousin. In addition, the powerforegoing shall not prohibit privately negotiated transactions, direct or indirectprovided the transferees agree, in writing, to direct or cause be bound to the direction terms of this Agreement for the balance of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes hereof, the Holder shall be deemed to control any of his or her immediate family membersRestriction Period.