Common use of Securities Law Restrictions Clause in Contracts

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) This Note is a Restricted Security transferable only pursuant to (i) public offerings registered registration statement on the appropriate form under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject Act with respect to the conditions specified in Section 16(b) below, any other legally available means of Transfer. Shares proposed to be transferred shall then be effective or (b) In connection with if so requested by the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above)Company, the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company has received an opinion of from counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. Company, that such registration is not required. Each register and book-entry for the Shares shall contain a notation, and each certificate (d) Each certificate or instrument representing Restricted Securities, if any) representing the Shares shall have endorsed thereon legends, shall be imprinted with a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERLOCKUP.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant to (i) public offerings The Seller's Certificates have not been and will not be registered under the Securities ActAct and will not be listed on any exchange. No transfer of a Seller's Certificate in whole or in part after the Effective Date shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Owner Trustee and the Certificate Registrar in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (iithe "Transferor Certification") Rule 144 and either Exhibit D (the "Investment Letter") or Exhibit E (the "Rule 144A Letter"). Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee and the Certificate Registrar an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which Opinion of Counsel shall not be an expense of the Securities and Exchange Commission (Trust, the Owner Trustee or any similar rule or rules then the Certificate Registrar; provided that such Opinion of Counsel in force) respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such rule counsel is available not licensed in the applicable jurisdiction. The Beneficiary shall provide to any Holder of a Seller's Certificate and (iiiany prospective transferee designated by any such Holder, information regarding the Seller's Certificates and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) subject to under the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the Securities Act for transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected Seller's Certificate without registration of such Restricted Securities thereof under the Securities Act. In addition, Act pursuant to the extent registration exemption provided by Rule 144A. Each Holder of a Seller's Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Restricted Securities were certificatedTrust, the Owner Trustee, the Certificate Registrar and the Beneficiary against any liability that may result if the holder of transfer is not so exempt or is not made in accordance with federal and state securities laws. The Owner Trustee or the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required Certificate Registrar, as applicable, shall cause each Seller's Certificate to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (set forth on the “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.form of the DCMOT Certificate attached hereto as Exhibit B.

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only The Forward Purchase Securities are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (ithe “Securities Act”), will be “restricted securities” within the meaning of Rule 144(a)(3) public offerings registered under the Securities Act, (ii) Rule 144 and can be offered, sold or Rule 144A of transferred only pursuant to registration under the Securities and Exchange Commission (Act or any similar rule or rules then in force) if such rule is an available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without exemption from registration of such Restricted Securities under the Securities Act. In additionThe Purchaser hereby agrees not to offer, to the extent the Restricted Securities were certificatedsell, if the holder or transfer all or any part of the Restricted Forward Purchase Securities delivers unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to such Forward Purchase Securities proposed to be transferred shall then be effective or (b) the Maker Company has received an opinion of counsel for the Company that such Restricted Securities are registration is not required to contain the Legend, the Maker shall promptly upon because such contemplated transfer deliver new certificates for such Restricted Securities which do not bear transaction is exempt from registration under the Securities Act legend set forth in Section 16(d). If and the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound rules promulgated by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the SEC thereunder and under all applicable state securities laws. All certificates for such Restricted representing Forward Purchase Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with have endorsed thereon a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT OR SUCH LAWS OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERLAWS.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only The Forward Purchase Securities are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (ithe “Securities Act”), will be “restricted securities” within the meaning of Rule 144(a)(3) public offerings registered under the Securities Act, (ii) Rule 144 and can be offered, sold or Rule 144A of transferred only pursuant to registration under the Securities and Exchange Commission (Act or any similar rule or rules then in force) if such rule is an available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without exemption from registration of such Restricted Securities under the Securities Act. In additionEach Purchaser hereby agrees not to offer, to the extent the Restricted Securities were certificatedsell, if the holder or transfer all or any part of the Restricted Forward Purchase Securities delivers unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to such Forward Purchase Securities proposed to be transferred shall then be effective or (b) the Maker Company has received an opinion of counsel for the Company that such Restricted Securities are registration is not required to contain the Legend, the Maker shall promptly upon because such contemplated transfer deliver new certificates for such Restricted Securities which do not bear transaction is exempt from registration under the Securities Act legend set forth in Section 16(d). If and the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound rules promulgated by the conditions contained in this Section 16(b). (c) The Maker shall, upon SEC thereunder and under all applicable state securities laws. All certificates representing the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Forward Purchase Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with have endorsed thereon a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERAVAILABLE.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Securities or the Founder Shares unless, prior thereto (i) public offerings registered a registration statement on the appropriate form under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities Act and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject applicable state securities laws with respect to the conditions specified in Section 16(b) belowForward Purchase Securities, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) Class A shares underlying the Forward Purchase Warrants and the Founder Shares proposed to be transferred shall then be effective or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company has received an opinion of counsel knowledgeable in securities law matters to for the effect Company that such transfer of Restricted Securities may be effected without registration of is not required because such Restricted Securities transaction is exempt from registration under the Securities Act. In addition, to Act and the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound rules promulgated by the conditions contained in this Section 16(b). (c) The Maker shall, upon SEC thereunder and under all applicable state securities laws. All certificates representing the request of Forward Purchase Securities and the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 Founder Shares shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with have endorsed thereon a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERAVAILABLE.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant Each Stockholder agrees not to make any disposition of any Equity Securities unless and until (i) public offerings registered the transferee has agreed in writing to be bound by the terms of this Agreement, (ii) such Stockholder has made the deliveries required by Section 5.1 and has otherwise complied with Section 5, and (iii) if reasonably requested by the Company, such Stockholder has furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not (A) increase the number of record holders of any class of Equity Security, (B) require registration of such shares under the Securities Act, (iiC) Rule 144 or Rule 144A subject the Company to the periodic reporting requirements of the Securities and Exchange Commission Act or (or any similar rule or rules then in force) if such rule is available and (iiiD) subject the Company to the conditions specified in Section 16(b) belowregistration requirements of, or limit the availability of any other legally available means exemptions from registration under, the Investment Company Act of Transfer1940, as amended. (b) In connection with The Company shall under no circumstances be required to make or keep available public information as may be required by Rule 144 for reliance by a seller thereunder, and the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect Stockholders acknowledge and agree that such transfer of Restricted Securities information may not otherwise be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, made or its agreement to be bound by the conditions contained in this Section 16(b)kept publicly available. (c) The Maker shall, upon Each certificate representing Equity Securities shall (unless otherwise permitted by the request provisions of the holder of such Restricted Securities, remove the legend set forth in Section 16(dAgreement) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate stamped or instrument representing Restricted Securities, if any, shall be otherwise imprinted with a legend in substantially similar to the following form (the “Legend”in addition to any other legend required under applicable state securities laws or as provided elsewhere in this Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY COMPARABLE STATE SECURITIES LAW, OTHER JURISDICTION AND MAY NOT BE SOLDOFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED OR OTHERWISE DISPOSED QUALIFIED UNDER THE ACT AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR UNLESS THE SAME IS REGISTERED UNDER SAID ACT COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM ITS COUNSEL, THAT SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERNOT REQUIRED.

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant to Stockholder will not sell, assign or transfer any of the Cellegy Common Stock received by Stockholder in connection with the Acquisition Agreement except (i) public offerings registered pursuant to an effective registration statement under the Securities Act, (ii) in conformity with the volume and other limitations of Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities promulgated under the Securities Act. In addition, or (iii) in a transaction which, in the opinion of independent counsel to the extent the Restricted Securities were certificatedStockholder delivered to Cellegy and satisfactory to Cellegy, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such be registered under the Act. Cellegy shall place the following legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (cand any other appropriate legend) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each on each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”): shares of Cellegy Common Stock acquired under this Agreement: THE SECURITIES REPRESENTED HEREBY SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE SECURITIES OR BLUE SKY LAWS AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER ISSUER HAS RECEIVED EVIDENCE AN OPINION OF SUCH EXEMPTION COUNSEL TO THE HOLDER REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE MAKERACT. Cellegy agrees that no opinion of counsel shall be required in connection with a request to remove the foregoing legend in connection with routine Rule 144 sale transactions pursuant to customary documentation including a Form 144 and brokers' and sellers' representation letters and will instruct its transfer agent to such effect.

Securities Law Restrictions. The Key Employee agrees and acknowledges for himself/herself and his/her heirs, legatees and legal representatives, with respect to all Option Stock (aor any shares of stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that he/she and his/her heirs, legatees and legal representatives will not sell or otherwise dispose of such shares except pursuant to an effective registration statement under the Securities Act of 1933 (the "Act") This Note and applicable state securities laws, or except in a transaction which, in the opinion of counsel for the Company, is a Restricted Security transferable only pursuant exempt from registration under the Act and applicable state securities laws. As further conditions to the issuance of the Option Stock, the Key Employee agrees for himself/herself, and his/her heirs, legatees and legal representatives, prior to such issuance, to (i) public offerings registered under execute and deliver to the Securities ActCompany such investment representations and warranties, and to take such other actions, as counsel for the Company determines may be necessary or appropriate for compliance with the Act and any applicable state securities laws, and (ii) Rule 144 or Rule 144A of execute and thereby become a party to any stock restriction agreement then in effect among the Securities Company and Exchange Commission its other shareholders. The Key Employee agrees that any certificate representing Option Stock shall bear the following legend (or any such other legend of similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities as Company may be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”determine): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY COMPARABLE QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWLAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE DISPOSED TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT, PURSUANT TO RULE 144 OR PURSUANT TO AN OPINION OF UNLESS COUNSEL IN A FORM SATISFACTORY TO THE SAME COMPANY THAT SUCH REGISTRATION IS REGISTERED NOT REQUIRED UNDER SAID ACT THE ACT, AND SUCH QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERLAWS.

Securities Law Restrictions. You agree with the Company that the Shares shall not be pledged, hypothecated, sold or transferred, unless prior to the proposed pledge, hypothecation, sale or transfer of all or part of such Shares (a) This Note is a Restricted Security transferable only pursuant to (i) public offerings registered registration statement on the appropriate form under the Securities ActAct with respect to the Shares proposed to be transferred shall then be effective, and all applicable state securities and "blue sky" laws shall have been complied with; or (iib) Rule 144 or Rule 144A the Company shall have received an opinion of counsel to the Company, in form and substance satisfactory to it, that such registration is not required because such transaction complies with rules promulgated by the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities ActAct and with applicable state securities and "blue sky" laws. In addition, to You understand that the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel Shares are "restricted securities" as that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear term is defined in Rule 144 under the Securities Act legend and that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available; and that in the case of sales in which Rule 144 is not available, compliance with Regulation A under the Securities Act or some other exemption under the Securities Act will be required. You understand that there may not be available at the time you wish to sell your Shares the adequate current public information with respect to the Company which would permit offers or sales of the Shares under Rule 144. You understand that the holding period under Rule 144 shall not commence until you pay the full purchase price for the Shares in cash. Except as set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities3.6 of this Agreement, the holders shall not transfer Company has no present intention and is under no obligation to register the same until Shares under the prospective transferee has confirmed Securities Act or any state securities or "blue sky" law nor to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b)make Rule 144 available. (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.

Securities Law Restrictions. (a) This Note is Notwithstanding any contrary provision in this Agreement, except as waived on a Restricted Security transferable only pursuant case by case basis by the Company in its sole discretion, no person may exercise the Option unless the Shares to (i) public offerings be acquired are then registered under the Securities Act of 1933 (the "Act"), (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer applicable securities laws of any Restricted Securities (other than a Transfer described in clauses (i) state, or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company receives an opinion of counsel knowledgeable in securities law matters (which may be counsel for the Company) reasonably acceptable to the effect Company stating that the exercise of the Option and the issuance of Shares pursuant to the exercise is exempt from such transfer registration requirements. The inability of Restricted Securities the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the non-issuance or sale of such Shares as to which such requisite authority shall not have been obtained. The Company may, as a condition precedent to the exercise of the Option, require the Participant (or, in the event of the Participant's death, his legal representatives) to enter into such agreements or to make such updated representations as may be effected required to make lawful the exercise of the Option and the ultimate disposition of the Shares acquired by such exercise. If at the time of exercise, as applicable, of this Option, the Option and the Shares are not subject to an effective Registration Statement on Form S-8, the Participant represents, warrants and covenants that: (a) the Participant is acquiring the Option and, upon exercise of the Option, the Shares solely for investment purposes and for an indefinite and indeterminate time without the intent of making any sale, distribution or disposition thereof; (b) the Participant has been advised and understands that neither the Option nor the Shares have been registered for sale pursuant to federal and state securities laws and that the Option and the Shares are "restricted securities" under such laws; (c) the Option is nontransferable, the Shares received upon exercise of the Option may not be sold, transferred, encumbered or otherwise disposed of without registration or exemption under such securities laws, and the Option and Shares must be held indefinitely; (d) the Participant is accepting and acquiring the Option and upon exercise will be acquiring the Shares for investment for the Participant's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(dof 1933, as amended (the "Securities Act"). If ; and (e) upon exercise of the Maker is not required to deliver new certificates without such legend for such Restricted SecuritiesOption, the holders shall not Shares received will be subject to stop transfer instructions and bear such restrictive legends as the same until Company may reasonably require for purposes of securities law compliance. The Participant further represents, warrants and covenants that he or she is familiar with the prospective transferee Company, has confirmed access to and has received all information that he or she considers necessary or appropriate for deciding whether to invest in the Maker in writing hisOption and Shares, her, or its agreement has had an opportunity to be bound by ask questions and receive answers from the Company regarding the terms and conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder Option and the Shares as well as the business, prospects and financial condition of the Company, and has had the chance to obtain all information necessary to verify any such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Makerinformation. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Units unless, prior thereto (i) public offerings registered a registration statement on the appropriate form under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities Act and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject applicable state securities laws with respect to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with Forward Purchase Units and the transfer of any Restricted Securities (other than a Transfer described in clauses (i) Class A Shares underlying the Forward Purchase Warrants proposed to be transferred shall then be effective or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company has received an opinion of counsel knowledgeable in securities law matters to for the effect Company that such transfer of Restricted Securities may be effected without registration of is not required because such Restricted Securities transaction is exempt from registration under the Securities Act. In addition, to Act and the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound rules promulgated by the conditions contained in this Section 16(b). (c) The Maker shall, upon SEC thereunder and under all applicable state securities laws. All certificates representing the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 Forward Purchase Units shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with have endorsed thereon a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERAVAILABLE.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Securities, Private Placement Warrants or the Purchaser Shares unless, prior thereto (i) public offerings registered a registration statement on the appropriate form under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities Act and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject applicable state securities laws with respect to the conditions specified in Section 16(b) belowForward Purchase Securities, any other legally available means of Transfer. (b) In connection with Private Placement Warrants, the transfer of any Restricted Securities (other than a Transfer described in clauses (i) Class A Shares underlying the Forward Purchase Warrants and the Private Placement Warrants and the Purchaser Shares proposed to be transferred shall then be effective or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company has received an opinion of counsel knowledgeable in securities law matters to for the effect Company that such transfer of Restricted Securities may be effected without registration of is not required because such Restricted Securities transaction is exempt from registration under the Securities ActAct and the rules promulgated by the SEC thereunder and under all applicable state securities laws. In addition, to All certificates representing the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Forward Purchase Securities, Private Placement Warrants and the holders Purchaser Shares shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with have endorsed thereon a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERAVAILABLE.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Units, Private Placement Warrants or the Purchaser Shares unless, prior thereto, (i) public offerings registered a registration statement on the appropriate form under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities Act and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject applicable state securities laws with respect to the conditions specified in Section 16(b) belowForward Purchase Units, any other legally available means of Transfer. (b) In connection with Private Placement Warrants, the transfer of any Restricted Securities (other than a Transfer described in clauses (i) Class A Common Stock underlying the Forward Purchase Warrants and the Private Placement Warrants and the Purchaser Shares proposed to be transferred shall then be effective or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company has received an opinion of counsel knowledgeable in securities law matters to for the effect Company that such transfer of Restricted Securities may be effected without registration of is not required because such Restricted Securities transaction is exempt from registration under the Securities Act. In addition, to Act and the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound rules promulgated by the conditions contained in this Section 16(b). (c) The Maker shallSEC thereunder and under all applicable state securities laws. All certificates representing the Forward Purchase Units, upon Private Placement Warrants and the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 Purchaser Shares shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with have endorsed thereon a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERAVAILABLE.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable Securities may only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject other than pursuant to an effective registration statement, to the conditions specified Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above4.1(b), the holder Company may require the transferor thereof shall deliver written notice to provide to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company an opinion of counsel knowledgeable in securities law matters selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer of Restricted Securities may be effected without does not require registration of such Restricted transferred Securities under the Securities Act. In addition. (b) Certificates evidencing the Securities will contain the following legend, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that until such Restricted Securities time as they are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in under Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”4.1(c): THE THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY COMPARABLE STATE SECURITIES LAWAND, AND ACCORDINGLY, MAY NOT BE SOLDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, ASSIGNEDOR IN A TRANSACTION NOT SUBJECT TO, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED THE REGISTRATION REQUIREMENTS OF UNLESS THE SAME IS REGISTERED UNDER SAID SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE AS EVIDENCED BY A LEGAL OPINION OF SUCH EXEMPTION REASONABLY SATISFACTORY COUNSEL TO THE MAKERTRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. (c) Certificates evidencing the Shares and the Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or any portion of a Warrant is converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if the Shares or Warrant Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Shares or Warrant Shares, as applicable, shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 4.1, it will, no later than three business days following the delivery by an Investor to the Company or the Company’s transfer agent of a certificate representing Shares or Warrant Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”) together with a representation that such Shares or Warrant Shares will only be sold by such Investor pursuant to the Registration Statement and in compliance with the prospectus delivery requirements of the Securities Act or pursuant to Rule 144(k), deliver or cause to be delivered to such Investor a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Investors by crediting the account of the Investor’s prime broker with the Depository Trust Company System. All costs and expenses related to the removal of the legends and the reissuance of any Securities shall be borne by the Company.

Securities Law Restrictions. By virtue of their approval of this --------------------------- Agreement, the Talaria Stockholders understand, acknowledge and agree that: (a) This Note is a Restricted Security transferable only pursuant to (i) public offerings except as contemplated herein, the shares of Esperion Common issued hereunder have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or the securities laws of -------- any state of the United States; (b) the sale contemplated hereby is being made in a transaction not involving any public offering within the meaning of the 1933 Act, and that, accordingly, the shares of Esperion Common issued hereunder are "restricted securities" within the meaning of Rule 144 under the 1933 Act ("Rule 144"), and -------- therefore may not be offered or sold by the undersigned, directly or indirectly, in the United States without registration under United States federal and state securities laws or an exemption therefrom, except in compliance herewith; (c) he, she or it has not acquired the shares of Esperion Common issued hereunder as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; (d) unless such shares are registered under the 1933 Act, he, she or it will not offer, sell, pledge or otherwise transfer any of the shares of Esperion Common issued hereunder except (a) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act, (iib) in another transaction otherwise exempt from registration under the 1933 Act in compliance with Rule 144 or Rule 144A 145 under the 1933 Act, if applicable, and in compliance with any applicable state securities laws of the United States, or (c) pursuant to another applicable exemption from such registration and applicable state securities laws as evidenced by an opinion of counsel of recognized standing in form reasonably satisfactory to Esperion; it being understood and acknowledged by the Talaria Stockholders that, except as contemplated herein, Esperion is not obligated to file and has no present intention of filing with the U.S. Securities and Exchange Commission (the "SEC") or with any similar rule or rules then state securities --- administrator any registration statement in force) if such rule is available and (iii) subject to respect of resales of any of the conditions specified shares of Esperion Common issued hereunder in Section 16(b) below, any other legally available means of Transfer.the United States; (be) In connection with all certificates representing the transfer shares of any Restricted Securities (other than a Transfer described Esperion Common issued hereunder, as well as all certificates issued in clauses (i) exchange for or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder substitution of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legendforegoing securities, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not will bear the Securities Act legend legends set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b).2.3(f) hereof; and (cf) The Maker shall, upon Esperion has the request of right to instruct its transfer agent not to record a transfer by any person in the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided United States without first being notified by Esperion that it is reasonably satisfied that such holder has previously delivered transfer is exempt from or not subject to registration under the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form 1933 Act and substance reasonably satisfactory to the Makerany applicable state securities laws. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only The Forward Purchase Securities are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (ithe “Securities Act”), will be “restricted securities” within the meaning of Rule 144(a)(3) public offerings registered under the Securities Act, (ii) Rule 144 and can be offered, sold or Rule 144A of transferred only pursuant to registration under the Securities and Exchange Commission (Act or any similar rule or rules then in force) if such rule is an available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without exemption from registration of such Restricted Securities under the Securities Act. In additionEach Purchaser hereby agrees not to offer, to the extent the Restricted Securities were certificatedsell, if the holder or transfer all or any part of the Restricted Forward Purchase Securities delivers unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to such Forward Purchase Securities proposed to be transferred shall then be effective or (b) the Maker Company has received an opinion of counsel for the Company that such Restricted Securities are registration is not required to contain the Legend, the Maker shall promptly upon because such contemplated transfer deliver new certificates for such Restricted Securities which do not bear transaction is exempt from registration under the Securities Act legend set forth in Section 16(d). If and the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound rules promulgated by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the SEC thereunder and under all applicable state securities laws. All certificates for such Restricted representing Forward Purchase Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with have endorsed thereon a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR, SUBJECT TO AN OPINION OF COUNSEL OR SUCH OTHER INFORMATION AS THE SAME IS REGISTERED COMPANY MAY REQUIRE, AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERLAWS.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Shares or the Founder Shares unless, prior thereto (i) public offerings registered a registration statement on the appropriate form under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities Act and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject applicable state securities laws with respect to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with Forward Purchase Shares and the transfer of any Restricted Securities (other than a Transfer described in clauses (i) Founder Shares proposed to be transferred shall then be effective or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company has received an opinion of counsel knowledgeable in securities law matters to for the effect Company that such transfer of Restricted Securities may be effected without registration of is not required because such Restricted Securities transaction is exempt from registration under the Securities Act. In addition, to Act and the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound rules promulgated by the conditions contained in this Section 16(b). (c) The Maker shall, upon SEC thereunder and under all applicable state securities laws. All certificates representing the request of Forward Purchase Shares and the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 Founder Shares shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with have endorsed thereon a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERAVAILABLE.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant to (i) Unless it sells Nextel Common Stock to be acquired under this Agreement, pursuant to an effective registration statement that is declared effective at the Put Closing or Call Closing, each Selling Shareholder and Other Shareholder agrees that it shall not sell, transfer, assign, pledge or otherwise dispose of Nextel Common Stock unless such sale, transfer, assignment, pledge or other disposition has been registered (with respect to which Nextel has no obligation to undertake any such registration except as expressly provided in Section 7) or is exempt under the Securities Act and has been registered or qualified or is exempt from registration or qualification under applicable state securities laws and each such Selling Shareholder and Other Shareholder provides to Nextel an opinion of counsel reasonably satisfactory to Nextel that a sale, transfer, assignment, pledge or other disposition of such Nextel Common Stock may be made without registration. (ii) Each Selling Shareholder and Other Shareholder acknowledges that until such time as the Nextel Common Stock to be acquired by such Selling Shareholder or Other Shareholder hereunder has been sold in a public offerings registered offering pursuant to an effective registration statement under the Securities Act, (ii) Rule or Rules 144 or Rule 144A of the Securities and Exchange Commission 145 thereunder (or any similar rule or rules then in force) if successor rules), each certificate representing such rule is available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection Nextel Common Stock shall be endorsed with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”): legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY COMPARABLE STATE SECURITIES LAWLAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS THEY HAVE FIRST BEEN REGISTERED UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERAN (iii) Each Selling Shareholder and Other Shareholder acknowledges that Nextel may place stop transfer orders against the registration or transfer of any Nextel Common Stock until such time as the requirements of the foregoing legend are satisfied. (iv) At the request of a Selling Shareholder or Other Shareholder, Nextel will promptly cause the foregoing legend to be removed and any stop transfer orders rescinded with respect to any shares of Nextel Common Stock acquired by such Selling Shareholder or Other Shareholder hereunder, upon presentation to Nextel of evidence reasonably satisfactory to it (which may include, among other things, an opinion of counsel reasonably satisfactory to it) that such legend is no longer applicable to such shares.

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) This Note is a Restricted Security transferable only pursuant to (i) public offerings registered registration statement on the appropriate form under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject Act with respect to the conditions specified in Section 16(b) below, any other legally available means of Transfer. Shares proposed to be transferred shall then be effective or (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company has received an opinion of from counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules and regulations promulgated by the SEC thereunder and from all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (d) Each certificate or instrument representing Restricted Securities, if any) representing the Shares shall have endorsed thereon legends, shall be imprinted with a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERLOCKUP.”

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Shares unless, prior thereto (i) public offerings registered a registration statement on the appropriate form under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities Act and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject applicable state securities laws with respect to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) Forward Purchase Shares proposed to be transferred shall then be effective or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with Company has received an opinion of counsel knowledgeable in securities law matters to for the effect Company that such transfer of Restricted Securities may be effected without registration of is not required because such Restricted Securities transaction is exempt from registration under the Securities Act. In addition, to Act and the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound rules promulgated by the conditions contained in this Section 16(b). (c) The Maker shall, upon SEC thereunder and under all applicable state securities laws. All certificates representing the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 Forward Purchase Shares shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with have endorsed thereon a legend in substantially the following form (the as follows: “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERAVAILABLE.” In the case of Forward Purchase Shares delivered in book entry direct registration services form, such book entry shall be subject to such annotation as is appropriate give effect to the notice and restrictions contemplated by the foregoing legend.

Securities Law Restrictions. (a) This Note is Each Grantor recognizes that the Administrative Agent may be unable to effect a Restricted Security transferable only pursuant public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to (i) resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public offerings registered sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) under applicable state securities laws, even if such rule is available and (iii) subject Issuer would agree to the conditions specified in Section 16(b) below, any other legally available means of Transferdo so. (b) In connection Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with the transfer any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions covenants contained in this Section 16(b). (c) The Maker shall6.7 will cause irreparable injury to the Administrative Agent and the Lenders, upon that the request of Administrative Agent and the holder Lenders have no adequate remedy at law in respect of such Restricted Securitiesbreach and, remove the legend set forth as a consequence, that each and every covenant contained in this Section 16(d) below from the certificates for 6.7 shall be specifically enforceable against such Restricted Securities provided that Grantor, and such holder has previously delivered Grantor hereby waives, to the Maker fullest extent permitted by applicable law, and agrees not to assert any defenses against an opinion action for specific performance of counsel such covenants except for a defense that such Restricted Securities no longer require Event of Default has occurred and is continuing under the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the MakerCredit Agreement. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.

Securities Law Restrictions. The Non-Employee Director agrees and acknowledges for himself/herself and his/her heirs, legatees and legal representatives, with respect to all Option Stock (aor any shares of stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that he/she and his/her heirs, legatees and legal representatives will not sell or otherwise dispose of such shares except pursuant to an effective registration statement under the Securities Act of 1933 (the "Act") This Note and applicable state securities laws, or except in a transaction which, in the opinion of counsel for the Company, is a Restricted Security transferable only pursuant exempt from registration under the Act and applicable state securities laws. As further conditions to the issuance of the Option Stock, the Non-Employee Director agrees for himself/herself, and his/her heirs, legatees and legal representatives, prior to such issuance, to (i) public offerings registered under execute and deliver to the Securities ActCompany such investment representations and warranties, and to take such other actions, as counsel for the Company determines may be necessary or appropriate for compliance with the Act and any applicable state securities laws, and (ii) Rule 144 or Rule 144A of execute and thereby become a party to any stock restriction agreement then in effect among the Securities Company and Exchange Commission its other shareholders. The Non-Employee Director agrees that any certificate representing Option Stock shall bear the following legend (or any such other legend of similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in Section 16(b) below, any other legally available means of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities as Company may be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d). If the Maker is not required to deliver new certificates without such legend for such Restricted Securities, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, her, or its agreement to be bound by the conditions contained in this Section 16(b). (c) The Maker shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form and substance reasonably satisfactory to the Maker. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”determine): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY COMPARABLE QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWLAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE DISPOSED TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT, PURSUANT TO RULE 144 OR PURSUANT TO AN OPINION OF UNLESS COUNSEL IN A FORM SATISFACTORY TO THE SAME COMPANY THAT SUCH REGISTRATION IS REGISTERED NOT REQUIRED UNDER SAID ACT THE ACT, AND SUCH QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKERLAWS.

Securities Law Restrictions. (a) This Note is a Restricted Security transferable only pursuant to (i) public offerings Each Seller agrees not to make any disposition of all or any portion of the Buyer Shares unless and until: (A) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (B) Seller shall have notified the Buyer of the proposed disposition and shall have furnished the Buyer with a statement of the circumstances surrounding the proposed disposition and unless waived by the Buyer, the Buyer shall have received an opinion of counsel to the Buyer providing that such disposition will not require registration of such securities under the Securities Act or any other applicable securities laws. (ii) Each Seller acknowledges and agrees that the certificates representing the Buyer Shares shall bear substantially the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in Section 16(b) below, under any other legally available means applicable securities laws in reliance upon various exemptions therefrom. These shares have been acquired for investment and may not be offered for sale, sold, transferred, or otherwise disposed of, nor will any assignee or transferee thereof be recognized by the Corporation as having any interest in such shares, in the absence of Transfer. (b) In connection with the transfer of any Restricted Securities (other than a Transfer described in clauses (i) an effective registration statement with respect to the shares under the Securities Act or (ii) of Section 16(a) above), the holder thereof shall deliver written notice to the Maker describing in reasonable detail the transfer or proposed Transfer, together with an opinion of Corporation's counsel knowledgeable in securities law matters to the effect that the transaction by which such transfer shares will be offered for sale, sold, transferred, or otherwise disposed of, is exempt from or otherwise in compliance with the registration requirements of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, to the extent the Restricted Securities were certificated, if the holder of the Restricted Securities delivers to the Maker an opinion of counsel that such Restricted Securities are not required to contain the Legend, the Maker shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 16(d)and any other applicable securities laws. If the Maker is The shares represented by this certificate may not required to deliver new certificates without such legend for such Restricted Securitiesbe sold, the holders shall not transfer the same until the prospective transferee has confirmed to the Maker in writing his, hertransferred, or its agreement to otherwise disposed of, nor will any assignee or transferee thereof be bound recognized by the conditions contained Corporation as having any interest in this Section 16(b). (c) The Maker shallsuch shares, upon unless such sale, transfer or disposition is otherwise in accordance with the request terms of the holder Stock Purchase Agreement, dated as of such Restricted SecuritiesOctober 2, remove the legend set forth in Section 16(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Maker an opinion of counsel that such Restricted Securities no longer require the Legend. Each opinion of counsel delivered to the Maker under this Section 16 shall be in form 2003 among Royal Xxxxxxx Corporation and substance reasonably satisfactory to the Makercertain others. (d) Each certificate or instrument representing Restricted Securities, if any, shall be imprinted with a legend in substantially the following form (the “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.