Common use of Share Restriction Clause in Contracts

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder Holders hereby agrees agree that during the Restriction Period, except for the Holder will sale of up to 1,500,000 shares of the Company’s stock pursuant to the Option Agreement being entered into with the Buyers as of the date of this Agreement, the Holders shall not buy or sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns Holders own or has have a right to acquire as of the date hereof or acquires hereafter during the Restriction Periodhereof, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder Holders further agrees agree that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder Holders in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. b. Any subsequent issuance to and/or acquisition by Holders of shares Common Stock or the right to acquire shares by Holder options or instruments convertible into Common Stock will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned, (iv) a bona fide sale for cash at not less than $7.00 per share of Common Stock, or (v) sale of 125,000 shares at $4.00 per share and options to purchase 125,000 shares with a per share exercise price of $4.00, provided, that at no time may the Holder beneficially own less than 1,500,000 shares of Common Stock (subject to adjustment for stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transactions). For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Periodhereof, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement. c. The Notwithstanding the foregoing restrictions notwithstandingrestriction on transfer, the Holder may sell annually during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one Period up to five percent (15%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) or which the Holder purchased in open market transactions as unrestricted Common Stock. However, not more than one percent (1%) of the outstanding Common Stock of the Company on the first calendar day of a month may be sold during any thirty (30) day periodsuch calendar month. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. (a) Holder hereby agrees that during the period commencing on the effective date of the Registration Statement filed pursuant to Section 8 of the Stock Purchase Agreement and ending on the date that is twelve (12) months thereafter (the “Restriction Period”), the Holder will not offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, sell short, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock Shares or enter into any options, warrants swap or other rights to purchase shares arrangement that transfers any economic consequences of Common Stock or any ownership of Shares other security than as may be required in the ordinary course of the Company which Holder owns or has a right to acquire as Company’s business; provided, however, that 20% of the Holder’s Shares shall be released from and no longer subject to the foregoing restrictions after ninety (90) calendar days following the effective date hereof or acquires hereafter during of such Registration Statement, and further, provided, that such 20% may, at Holder’s option, be registered for resale under the Restriction PeriodSecurities Act of 1933, other than in connection as amended, on the Registration Statement to be filed pursuant to Section 8 of the Stock Purchase Agreement. The foregoing sentence shall not apply with respect to an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "“stop orders" ” on its books to prevent any transfer of shares of Common Stock or other securities of the Company Shares held by Holder in violation of this Agreement. b. (b) Any subsequent issuance to and/or acquisition of shares Common Stock or the right to acquire shares Common Stock by Holder will be subject to the provisions of this Agreement; provided, however, that the Restriction Period shall not be extended hereby with respect thereto. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreementc) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "“immediate family" ” means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. (a) Holder hereby agrees that during the Restriction Restricted Period, so long as Holder is subject to the reporting requirement of Section 16 of the Securities Act, Holder will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of of, directly or indirectly, any shares of Common Stock or any options, warrants securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other rights agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to purchase shares be settled by delivery of Common Stock or any such other security of the Company which Holder owns securities, in cash or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than otherwise. The foregoing sentence shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. In addition, Holder agrees that during the Restricted Period the Holder will not make any demand for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. (b) In furtherance of the foregoing, Holder further agrees that (i) the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement, and (ii) the Company and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement. b. (c) Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by or to Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreementd) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Restricted Period, transfer the Common Stock or other applicable securities (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned Holder or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, provided that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersignedHolder. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. If the Closing of the Transactions under the Purchase Agreement is not consummated, the Holder shall be released from all obligations under this Agreement. In addition, during the Restricted Period, Holder may in the aggregate sell long up to 10% of the number of shares of Common Stock beneficially owned (as determined in accordance with Regulation 13D-G under the Exchange Act) by Holder as of the Closing Date.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will shall not sell offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the Holder or any person in privity with the Holder or any Affiliate of the Holder), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act (each, a “Transfer”) with respect to, any Common Stock or Common Stock Equivalents beneficially owned, held or hereafter acquired by the Holder. b. Notwithstanding the foregoing, the undersigned Holder shall be permitted to make Transfers of Common Stock and Common Stock Equivalents held by the Holder during the Restriction Period expressly in accordance with the following (collectively, the “Sale Allowances”): (i) Following the Effective Date, in connection with an exchange offer that is registered with the Commission that is made to all stockholders and/or debtholders of the Holder, pursuant to which all of the Covered Securities will be issued to the stockholders and/or debtholders of the Holder (an “Exchange Transaction”); provided, however, that it shall be a condition to any such Exchange Transaction that the stockholders and/or debtholders of the Holder accepting such exchange offer agree in writing to be bound by the terms of this Agreement during the Restriction Period. It shall be a condition precedent to the consummation of such Exchange Transaction that the Series A Shares are converted into shares of Common Stock prior to the effectiveness thereof, provided, that Osmotics may exchange Series A Shares with its debtholders without conversion, subject to the limitation that no Series A Shares will be registered with the Commission (although the Company may register the shares of Common Stock to be received upon conversion of the Series A Shares), and subject to the condition that such Series A Shares (and Common Stock issuable upon conversion thereof) remain subject to the restrictions on Transfers set forth herein during the Restriction Period. (ii) Following the consummation of the Exchange Transaction, during the 12-month period immediately following the effective date of the registration statement filed in connection with such Exchange Transaction, each stockholder and/or debtholder (or former stockholder and/or debtholder) of the Holder that receives Covered Securities (such stockholders and/or debtholders, the “Osmotic Stockholders”) in such Exchange Transaction shall be permitted to make Transfers of the Covered Securities held by such Osmotic Stockholder, on a monthly basis in an amount equal to up to 1/12th of 34% of the shares of Covered Securities such Osmotic Stockholder received in the Exchange Transaction (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement), per calendar month (the Holder acknowledges and agrees that the foregoing limits on Transfers are non-cumulative and may not be carried over from month to month). (iii) Following the consummation of the Exchange Transaction, during the 12-month period immediately following the 12-month anniversary of the effective date of the registration statement filed in connection with such Exchange Transaction, each Osmotic Stockholder shall be permitted to make Transfers of the shares of the Covered Securities held by such Osmotic Stockholder, on a monthly basis in an amount equal to up to 1/12th of 66% of the shares of the Covered Securities such Osmotic Stockholder received in the Exchange Transaction (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement), per calendar month (the Holder acknowledges and agrees that the foregoing limits on Transfers are non-cumulative and may not be carried over from month to month). (iv) Following the consummation of the Exchange Transaction, in the event the Company consummates a firm commitment underwritten public offering of its securities with a nationally recognized and reputable underwriter with gross cash proceeds to the Company of at least $5,000,000 (a “Qualified Public Offering”), each Osmotics Stockholder shall be permitted to include shares of Covered Securities owned by it in such Qualified Public Offering to the extent the managing underwriter in such Qualified Public Offering permits the inclusion of such securities. With respect to the Osmotics Stockholders that participate in the Qualified Public Offering: (i) they will be subject to customary a lock-up provision limiting their transactions in the Company’s securities in the form requested by the managing underwriter for the Qualified Public Offering; and (ii) the restrictions on Transfer of the Covered Securities provided in this Agreement will terminate in the event that the managing underwriter of the Qualified Public Offering requires such Osmotic Stockholders to enter into a lock-up provision that is more restrictive than the terms hereunder and longer in duration than the Restricted Period hereunder. (v) At any time following the date hereof, the Holder may Transfer any of the Registered Shares to a Purchaser or any Note Holder. In addition, during the Restricted Period, after the expiration of any notice, right of first refusal or similar right that remains unexercised by a Purchaser or a Note Holder, the Holder may publicly sell up to an amount of Registered Shares on any Trading Day that is equal to or less than 15% of trading volume of the Common Stock on the principal Trading Market on the Trading Day immediately preceding the date of such sale. c. The Company shall implement all necessary procedures to enforce the limitations of this Agreement upon the Holder and all of Holder’s shareholders or debtholders receiving securities of the Company in an Exchange Transaction, which may include the engagement of a trustee or other agent to effectuate the process. In addition, certificates evidencing shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security Equivalents subject to the terms of this Agreement shall include the Company which Holder owns or has following legend (in addition to a right to acquire as of the date hereof or acquires hereafter customary Securities Act legend) during the Restriction Period: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A LOCK-UP AGREEMENT DATED DECEMBER , other than in connection with an offer made to all shareholders of the Company in connection with any merger2006, consolidation or similar transaction involving the CompanyAND MAY ONLY BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED IN ACCORDANCE WITH THE TERMS THEREOF PURSUANT TO A WRITTEN A OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS TRANSFER AGENT THAT SUCH TRANSACTION IS IN COMPLIANCE WITH THE TERMS OF SUCH LOCK UP AGREEMENT.” ▇. Holder ▇▇▇▇▇▇ further agrees that the Company is authorized to and the Company agrees to place "“stop orders" ” on its books and to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. . In addition, in order to enforce this Agreement, the Company shall impose irrevocable stop-transfer instructions preventing its transfer agent from effecting any actions in violation of this Agreement. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares of Common Stock or Common Stock Equivalents by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Periodhereof, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement. c. The Notwithstanding the foregoing restrictions notwithstandingrestriction on transfer, the Holder may sell annually during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one Period up to five percent (15%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement). However, not more than one percent (1%) of the outstanding Common Stock of the Company on the first calendar day of a month may be sold during any thirty (30) day periodsuch calendar month. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during and the Restriction PeriodInitial Closing Date (as defined in the Subscription Agreement), other than in connection with an offer made to all shareholders of the Company in connection with or any merger, consolidation or similar transaction involving the Company, or as otherwise permitted below. ▇. Holder ▇▇▇▇▇▇ further agrees that the Company is authorized to and the Company agrees to place "“stop orders" ” on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. c. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, ; (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, ; (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing prior to the transfer, to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersignedundersigned;(iv) in an amount not to exceed in any calendar month 5% of the average trading volume for the immediately preceding calendar month, but in no event shall (1) all Holders, in the aggregate, exceed this 5% limitation in any calendar month, and (2) any single Holder transfer in any calendar year more than 10% of the shares beneficially owned by that Holder. For purposes hereof, "“immediate family" ” means any relationship by blood, marriage marriage, or adoption, not more remote than first cousin. Notwithstanding the foregoing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, upon five (5) days written notice, shall be entitled to a one-time transfer of no more than forty percent (40%) of the shares beneficially owned by him for the sole purpose of acquiring a principal residence.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Periodhereafter, other than in connection with an offer made to all shareholders of the Company in connection with or any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, notwithstanding the Holder may sell during the Restriction Period, up to five percent (5%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share). In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership or limited liability company which is the general partner of a partnership or limited liability company of which the Holder is a general partnerpartner or manager, as the case may be, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Periodhereof, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family Immediate Family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersignedundersigned (iv) at a price of not less than $5.00, provided that such sales specified in this item (iv) shall be subject to the 144-Like Volume Limitations (as defined below) and (v) with respect to ______ only, up to $200,000 in stock in connection with a bona fide “emergency” as agreed to by the Company, where examples of bona fide “emergencies” shall include financing of education and medical costs of the Holder or his Immediate Family. In addition, after the one-year anniversary of the date hereof, all of the Holders, except for ______ may sell up to 20% of their common stock at a price of not less than $5.00, without the restrictions specified above. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.,

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Periodhereof, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement. c. The Notwithstanding the foregoing restrictions notwithstandingrestriction on transfer, the Holder may sell annually during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one Period up to five percent (15%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement). However, an amount not greater than one percent (1%) of the outstanding Common Stock of the Company actually owned by the Holder on the Closing Date may be sold during any thirty (30) day periodsingle calendar month. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Periodhereafter, other than in connection with an offer made to all shareholders of the Company in connection with or any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, notwithstanding the Holder may sell during the Restriction Period, up to five percent (5%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share). In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership or LLC which is the general partner of a partnership or LLC of which the Holder is a general partnerpartner or manager, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock Convertibles or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during (the Restriction Period“Restricted Securities”), other than in connection with an offer made to all shareholders of the Company in connection with or any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "“stop orders" ” on its books to prevent any transfer of shares of Common Stock or other securities of the Company Restricted Securities held by Holder Holder, which transfer or exercise would be in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares Common Stock or the right to acquire shares Convertibles by Holder will be subject to the provisions of this Agreement; provided that this Agreement shall not apply to any Common Stock acquired by Holder in open market transactions. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock Restricted Securities (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "“immediate family" ” means any relationship by blood, marriage or adoption, not more remote than first cousin. d. Notwithstanding the foregoing, the Holder may transfer an amount of Restricted Securities (calculated on an as converted basis) equal to fifty percent (50%) of the Common Stock presently held and issuable upon conversion of the Convertibles as set forth below, from and after the date each of (i) Longview Fund, LP, Longview Equity Fund, LP, Longview International Equity Fund, LP, Camden International (collectively “Longview”), and (ii) Mercator Momentum Fund III L.P., Mercator Momentum fund L.P., and Monarch Pointe Fund, Ltd., Mercator Advisory Group LLC, and Mercator Focus Fund, LP (collectively “Mercator”), sell fifty percent (50%) of the amount of Common Stock presently owned and issuable to each of Longview and Mercator upon conversion of the Convertibles described on Schedule A hereto. The Holder shall not be subject to any transfer restrictions described in this Agreement from and after the date each of Longview and Mercator sell seventy-five percent (75%) of the Common stock presently owned and issuable to each of Longview and Mercator upon conversion of the Convertibles described on Schedule A hereto.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "“stop orders" ” on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) registered for public resale in a Form SB-2 registration statement effective as of the date of this agreement, (ii) at a net per share price greater than the Conversion Price (as defined in the Note) in effect on the date of sale in private-non-broker “off the tape” transactions limited to no more than the amount of shares which could be sold employing Rule 144(d) limitations, (iii) as bona fide gifts or transfers by will or intestacy, (iiiv) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iiiv) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (iii), (iiiii), (iv) or (iiiv), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "“immediate family" ” means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with or any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. d. In addition to transfers made pursuant to Section 2(c) above, during each twelve months of the Restriction Period, the Holder may sell up to 5% of the Common Stock actually owned by them but not more than 1% of the Common Stock actually owned by them during any thirty day period. Common Stock transferred pursuant to Section 2(c) above may not be sold pursuant to this Section 2(d).

Share Restriction. a. (a) Holder hereby agrees that during the Restriction Restricted Period, the Holder will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of of, directly or indirectly, any shares of Common Stock or any options, warrants securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other rights agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to purchase shares be settled by delivery of Common Stock or any such other security of the Company which Holder owns securities, in cash or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than otherwise. The foregoing sentence shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. In addition, Holder agrees that during the Restricted Period the Holder will not make any demand for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding anything contained herein, Holder may transfer, in combination with Holder’s spouse, up to an aggregate of that number of shares of Common Stock issued to Holder upon Holder’s conversion, on the date hereof, of certain indebtedness outstanding under the terms of that certain Revolving Promissory Note dated August 7, 2006, issued by the Company in favor of Holder (as appropriately and equitably adjusted for reverse stock splits and similar events), in a private transaction to ____________. (b) In furtherance of the foregoing, Holder further agrees that (i) the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement, and (ii) the Company and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement. b. (c) Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by or to Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreementd) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Restricted Period, transfer the Common Stock or other applicable securities (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned Holder or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, provided that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersignedHolder. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. If the Closing of the Transactions under the Purchase Agreement is not consummated, the Holder shall be released from all obligations under this Agreement.

Share Restriction. a. (a) Holder hereby irrevocably agrees that during the Restriction Restricted Period, the Holder will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of of, directly or indirectly, any shares of Common Stock or any options, warrants securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other rights agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to purchase shares be settled by delivery of Common Stock or any such other security of the Company which Holder owns securities, in cash or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than otherwise. The foregoing sentence shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. In addition, Holder agrees that during the Restricted Period the Holder will not make any demand for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. (b) In furtherance of the foregoing, Holder further agrees that (i) the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement, and (ii) the Company and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement. b. (c) Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by or to Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreementd) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Restricted Period, transfer the Common Stock or other applicable securities (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned Holder or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, provided that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersignedHolder. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. (a) Holder hereby agrees that during the Restriction Restricted Period, the Holder will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of of, directly or indirectly, any shares of Common Stock or any options, warrants securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other rights agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to purchase shares be settled by delivery of Common Stock or any such other security of the Company which Holder owns securities, in cash or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than otherwise. The foregoing sentence shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. In addition, Holder agrees that during the Restricted Period the Holder will not make any demand for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. (b) In furtherance of the foregoing, Holder further agrees that (i) the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement, and (ii) the Company and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement. b. (c) Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by or to Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreementd) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Restricted Period, transfer the Common Stock or other applicable securities (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned Holder or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, provided that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersignedHolder. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. If the Closing of the Transactions under the Purchase Agreement is not consummated, the Holder shall be released from all obligations under this Agreement.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Periodhereof, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.. Additionally, provided an Event of Default as described in the Note has not occurred, the Holder will be permitted to sell shares of Common Stock during the Exclusion Period based on the following schedule: AFTER SUBSCRIBERS HAVE CONVERTED EACH HOLDER MAY SELL THE FOLLOWING OR RECEIVED THE PERCENTAGE OF PERCENT OF THE AMOUNT OF SHARES NOTE PRINCIPAL DESCRIBED BELOW INDICATED ON THE SIGNATURE PAGE 20% 1/2% 30% 1/2% 40% 1% 50% 1% 60% 1% 70% 2% 80% 2% 90% 2%

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than (i) commencing five days after the Second Closing Date (as defined in the Subscription Agreement) in accordance with the volume limitations under Rule 144 promulgated under the Securities Act of 1933, as amended, and (ii) in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, notwithstanding the Holder may sell during the Restriction Period, up to two and one-half percent (2-1/2%) of the amount of shares of Common Stock actually and/or beneficially owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share). In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. (a) Holder hereby agrees that during the period commencing on the Closing Date under the Stock Purchase Agreement, continuing through the effective date of the Registration Statement filed pursuant to Section 8 of the Stock Purchase Agreement and ending on the date that is twelve (12) months thereafter (the “Restriction Period”), the Holder will not offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, sell short, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock Shares or enter into any options, warrants swap or other rights arrangement that transfers any economic consequences of ownership of Shares other than any transfer of Make Good Shares to purchase an Investor and a transfer of 600,000 shares of Common Stock or any other security to Chinamerica Fund L.P. on Closing Date; provided, however, that 20% of the Company which Holder owns or has a right Holder’s Shares shall be released from and no longer subject to acquire the foregoing restrictions after ninety (90) calendar days following the effective date of such Registration Statement, and further, provided, that such 20% may, at Holder’s option, be registered for resale under the Securities Act of 1933, as amended, on the Registration Statement to be filed pursuant to Section 8 of the date hereof or acquires hereafter during the Restriction Period, other than in connection Stock Purchase Agreement. The foregoing sentence shall not apply with respect to an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "“stop orders" ” on its books to prevent any transfer of shares of Common Stock or other securities of the Company Shares held by Holder in violation of this Agreement. b. (b) Any subsequent issuance to and/or acquisition of shares Common Stock or the right to acquire shares Common Stock by Holder will be subject to the provisions of this Agreement; provided, however, that the Restriction Period shall not be extended hereby with respect thereto. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreementc) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "“immediate family" ” means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, notwithstanding the Holder may sell during the Restriction Period, up to five percent (5%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share). In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. Holder hereby agrees that during the Restriction Period, so long as said Holder is an executive officer of the Company, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Periodhereof, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "“stop orders" ” on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to incur any transaction inconsistent with this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "“immediate family" ” means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. (a) Holder hereby agrees that during the Restriction Periodperiod commencing on the date hereof and ending on the 28th calendar day (close of business) after the date hereof, the Holder will not offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, sell short, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Shares or enter into any swap or other arrangement that transfers any economic consequences of ownership of Shares. (b) Holder hereby agrees that during the period commencing on the 29th calendar day after the date hereof and ending on the earlier of (i) the date that the first registration statement is effective for the sale of any of the shares issued or issueable pursuant to the terms of the Offering, or (ii) the 24 month anniversary of the date hereof (the “Restriction Period”), the Holder will not offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, sell short, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Shares or enter into any swap or other arrangement that transfers any economic consequences of ownership of Shares; provided, however, that the Holder may in any one calendar month during the Restriction Period sell up to 600,000 shares of Common Stock or (as adjusted for any optionscommon stock splits, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of common stock dividends, common stock combinations and similar capital changes, effected after the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. this agreement). (c) Holder further agrees that the Company is authorized to and the Company agrees to place "“stop orders" ” on its books to prevent any transfer of shares of Common Stock or other securities of the Company Shares held by Holder in violation of this Agreement. b. (d) Any subsequent issuance to and/or acquisition of shares Common Stock or the right to acquire shares Common Stock by Holder will be subject to the provisions of this Agreement. c. (e) The foregoing restrictions notwithstandingHolder shall not, the Holder may sell at any time and from time to time during the Restriction Period, shares of transfer its Shares or rights to purchase or acquire Common Stock actually owned unless such transferee agrees in writing to be bound by the Holder on the Initial Closing Date (as defined terms and conditions contained herein in the Subscription Agreement) if same manner as such sales are for more than $0.70 per share. In no event may more than one percent (1%) of terms and conditions apply to the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day periodundersigned. d. (f) Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Period, transfer or assign the Common Stock to its affiliated entities or to its shareholders or equivalent, and to the extent that the Holder is an individual (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii)above, each donee donee, assignee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "“immediate family" ” means any relationship by blood, marriage or adoption, not more remote than first cousin.

Share Restriction. a. (a) Holder hereby agrees that during the Restriction Restricted Period, the Holder will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of of, directly or indirectly, any shares of Common Stock or any options, warrants securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other rights agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to purchase shares be settled by delivery of Common Stock or any such other security of the Company which Holder owns securities, in cash or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than otherwise. The foregoing sentence shall not apply in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the CompanyCompany or the purchase (but not the sale) of Common Stock upon the exercise of options or warrants. In addition, Holder agrees that during the Restricted Period the Holder will not make any demand for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. (b) In furtherance of the foregoing, Holder further agrees that (i) the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement, and (ii) the Company and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement. b. (c) Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by or to Holder will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreementd) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine time and from time to time during the Restriction Restricted Period, transfer the Common Stock or other applicable securities (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned Holder or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, provided that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersignedHolder. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. If the Closing of the Transactions under the Purchase Agreement is not consummated, the Holder shall be released from all obligations under this Agreement.