Common use of Securities Law Restrictions Clause in Contracts

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) a registration statement on the appropriate form under the Securities Act with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the 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 (if any) representing the Shares shall have endorsed thereon legends, substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition The Forward Purchase Securities are being offered and sold pursuant to an exemption from the restrictions in Section 5.1registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and can be offered, sold or transferred only pursuant to registration under the Securities Act or an available exemption from registration under the Securities Act. Each Purchaser hereby agrees not to offer, sell, transfer, pledge, hypothecate or otherwise dispose of transfer all or any part of the Shares Forward Purchase Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares such Forward Purchase Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 U.S. Securities and Exchange Commission (the “SEC”) thereunder and from under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Shares Forward Purchase Securities shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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, SUBJECT TO AN OPINION OF COUNSEL OR SUCH OTHER INFORMATION AS THE COMPANY MAY REQUIRE, AN AVAILABLE 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, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUPLAWS.”

Securities Law Restrictions. In addition The Company is under no obligation 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) file a registration statement on the appropriate form under the Securities Act of 1933 ("Act") with respect to the Shares proposed shares of Common Stock subject to be transferred shall then be the Option. Unless a registration statement under the Act has been filed and remains effective or (b) with respect to such shares, the Company has received an opinion shall require that the offer and sale of such shares be exempt from counsel reasonably the registration provisions of the Act. As a condition of such exemption, the Company shall require a representation and undertaking, in form and substance satisfactory to counsel for the Company, that the Optionee is acquiring the shares for the Optionee's own account for investment and not with a view to the distribution or resale thereof and shall otherwise require such registration is representations and impose such conditions as shall establish to the Company's satisfaction that the offer and sale of such shares issuable upon the exercise of the Option will not required because constitute a violation of the Act or any similar state act affecting the offer and sale. If such transaction is shares are issued in an exempt from registration transaction, such shares shall bear the following restrictive legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, pledged, or otherwise transferred except pursuant to an effective registration statement under said Act, Rule 144 or an opinion of counsel acceptable to the rules and regulations promulgated Company that some other exemption from registration is available." If said shares were registered under the Act, to the extent that Optionee is an "affiliate" of the Company, any reoffers or resales of Common Stock acquired pursuant to the Plan, must be held indefinitely unless (i) distribution of said Stock has been made registered under the Act, (ii) a sale of said Stock is made in conformity with the provisions of Rule 144 issued by the SEC thereunder Securities and Exchange Commission under the Act, or (iii) in the opinion of counsel acceptable to the Company some other exemption from all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) representing the Shares shall have endorsed thereon legends, substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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 AVAILABLEregistration is available.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the 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 (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Forward Purchase Securities, the Class A shares underlying the Forward Purchase Warrants and the Founder Shares proposed to be transferred shall then be effective or (bii) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Forward Purchase Securities and the Founder Shares shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

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) a registration statement on the appropriate form under the Securities Act with respect to the Shares proposed to be transferred shall then be effective or (b) if so requested by the Company, the Company has received an opinion from counsel reasonably satisfactory to the 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 lawsrequired. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) representing the Shares shall have endorsed thereon legends, substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the Purchaser Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 Securities and Exchange Commission thereunder and from under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Shares Securities shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition The Forward Purchase Securities are being offered and sold pursuant to an exemption from the restrictions in Section 5.1registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and can be offered, sold or transferred only pursuant to registration under the Securities Act or an available exemption from registration under the Securities Act. Each Purchaser hereby agrees not to offer, sell, transfer, pledge, hypothecate or otherwise dispose of transfer all or any part of the Shares Forward Purchase Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares such Forward Purchase Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Shares Forward Purchase Securities shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition The Forward Purchase Securities are being offered and sold pursuant to an exemption from the restrictions in Section 5.1registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and can be offered, sold or transferred only pursuant to registration under the Securities Act or an available exemption from registration under the Securities Act. The Purchaser hereby agrees not to offer, sell, transfer, pledge, hypothecate or otherwise dispose of transfer all or any part of the Shares Forward Purchase Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares such Forward Purchase Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Shares Forward Purchase Securities shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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 AVAILABLE 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, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUPLAWS.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the 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 (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Forward Purchase Shares and the Founder Shares proposed to be transferred shall then be effective or (bii) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Forward Purchase Shares and the Founder Shares shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the Purchaser Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities or Founder Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities or Founder Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 Securities and Exchange Commission thereunder and from under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Securities and Founder Shares shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition The Key Employee agrees and acknowledges for himself/herself and his/her heirs, legatees and legal representatives, with respect to the restrictions all Option Stock (or any shares of stock issued pursuant to a stock dividend or stock split thereon or any securities issued in Section 5.1lieu thereof or in substitution or exchange therefor), the Purchaser agrees that he/she and his/her heirs, legatees and legal representatives will not to sell, transfer, pledge, hypothecate sell or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a such shares except pursuant to an effective registration statement on the appropriate form under the Securities Act with respect to of 1933 (the Shares proposed to be transferred shall then be effective "Act") and applicable state securities laws, or (b) except in a transaction which, in the Company has received an opinion from of counsel reasonably satisfactory to for the 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 As further conditions to the issuance of the Option Stock, the Key Employee agrees for himself/herself, and book-entry his/her heirs, legatees and legal representatives, prior to such issuance, to (i) execute and deliver to the Company such investment representations and warranties, and to take such other actions, as counsel for the Shares shall contain a notationCompany determines may be necessary or appropriate for compliance with the Act and any applicable state securities laws, and each (ii) execute and thereby become a party to any stock restriction agreement then in effect among the Company and its other shareholders. The Key Employee agrees that any certificate representing Option Stock shall bear the following legend (if any) representing the Shares shall have endorsed thereon legends, substantially or such other legend of similar effect as follows: “Company may determine): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDLAWS, 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, TRANSFERREDPLEDGED, PLEDGED HYPOTHECATED, OR OTHERWISE DISPOSED DURING TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE TERM ACT, PURSUANT TO RULE 144 OR PURSUANT TO AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE LOCKUPCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, AND SUCH QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the 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 (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Forward Purchase Shares proposed to be transferred shall then be effective or (bii) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Forward Purchase Shares shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFEREDIn the case of Forward Purchase Shares delivered in book entry direct registration services form, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUPsuch 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. In addition The Non-Employee Director agrees and acknowledges for himself/herself and his/her heirs, legatees and legal representatives, with respect to the restrictions all Option Stock (or any shares of stock issued pursuant to a stock dividend or stock split thereon or any securities issued in Section 5.1lieu thereof or in substitution or exchange therefor), the Purchaser agrees that he/she and his/her heirs, legatees and legal representatives will not to sell, transfer, pledge, hypothecate sell or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a such shares except pursuant to an effective registration statement on the appropriate form under the Securities Act with respect to of 1933 (the Shares proposed to be transferred shall then be effective "Act") and applicable state securities laws, or (b) except in a transaction which, in the Company has received an opinion from of counsel reasonably satisfactory to for the 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 As further conditions to the issuance of the Option Stock, the Non-Employee Director agrees for himself/herself, and book-entry his/her heirs, legatees and legal representatives, prior to such issuance, to (i) execute and deliver to the Company such investment representations and warranties, and to take such other actions, as counsel for the Shares shall contain a notationCompany determines may be necessary or appropriate for compliance with the Act and any applicable state securities laws, and each (ii) execute and thereby become a party to any stock restriction agreement then in effect among the Company and its other shareholders. The Non-Employee Director agrees that any certificate representing Option Stock shall bear the following legend (if any) representing the Shares shall have endorsed thereon legends, substantially or such other legend of similar effect as follows: “Company may determine): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDLAWS, 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, TRANSFERREDPLEDGED, PLEDGED HYPOTHECATED, OR OTHERWISE DISPOSED DURING TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE TERM ACT, PURSUANT TO RULE 144 OR PURSUANT TO AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE LOCKUPCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, AND SUCH QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the 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 thereto, (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Forward Purchase Units, Private Placement Warrants, the 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 (bii) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Forward Purchase Units, Private Placement Warrants and the Purchaser Shares shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition to Notwithstanding any contrary provision in this Agreement, except as waived on a case by case basis by the restrictions Company in Section 5.1its sole discretion, no person may exercise the Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of Option unless the Shares unless, prior thereto (a) a registration statement on the appropriate form to be acquired are then registered under the Securities Act with respect of 1933 (the "Act"), and any other applicable securities laws of any state, or the Company receives an opinion of counsel (which may be counsel for the Company) reasonably acceptable to the Company stating that the exercise of the Option and the issuance of Shares proposed pursuant to the exercise is exempt from such registration requirements. The inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be transferred necessary to the lawful issuance and sale of any Shares hereunder shall then 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 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 the Securities Act of 1933, as amended (the "Securities Act"); and (e) upon exercise of the Option, the Shares received will be subject to stop transfer instructions and bear such restrictive legends as the Company has received an opinion from counsel may reasonably satisfactory to require for purposes of securities law compliance. The Participant further represents, warrants and covenants that he or she is familiar with the Company, has access to and has received all information that such registration is not required because such transaction is exempt he or she considers necessary or appropriate for deciding whether to invest in the Option and Shares, has had an opportunity to ask questions and receive answers from registration under the Securities Act Company regarding the terms and conditions of the Option and the rules Shares as well as the business, prospects and regulations promulgated by financial condition of the SEC thereunder and from all applicable state securities laws. Each register and book-entry for the Shares shall contain a notationCompany, and each certificate (if any) representing has had the Shares shall have endorsed thereon legends, substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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 AVAILABLEchance to obtain all information necessary to verify any such information.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the Purchaser agrees Stockholder will not to sell, transfer, pledge, hypothecate assign or otherwise dispose of all or transfer any part of the Shares unless, prior thereto Cellegy Common Stock received by Stockholder in connection with the Acquisition Agreement except (ai) a pursuant to an effective registration statement on the appropriate form under the Securities Act Act, (ii) in conformity with respect the volume and other limitations of Rule 144 promulgated under the Securities Act, or (iii) in a transaction which, in the opinion of independent counsel to the Shares proposed Stockholder delivered to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably Cellegy and satisfactory to the CompanyCellegy, that such registration is not required because such transaction is exempt from registration to be registered under the Securities Act Act. Cellegy shall place the following legend (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 any other appropriate legend) on each certificate (if any) or instrument representing the Shares shall have endorsed thereon legends, substantially as followsshares 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 STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT OR SUCH IN A TRANSACTION WHICH IS NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE SECURITIES OR BLUE SKY LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICHAND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL (IF TO THE COMPANY SO REQUESTS), IS AVAILABLEHOLDER REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. 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.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Forward Purchase Units unless, prior thereto (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Forward Purchase Units and the Class A Shares underlying the Forward Purchase Warrants proposed to be transferred shall then be effective or (bii) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Shares Forward Purchase Units shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition The Participant acknowledges that he or she is acquiring the Option and the Shares purchasable pursuant to the restrictions Option for investment purposes only and not with a view to resale or other distribution thereof to the public in Section 5.1violation of the Securities Act of 1933, as amended (the Purchaser “Act”). The Participant agrees and acknowledges with respect to any Shares that have not to sellbeen registered under the Act, transfer, pledge, hypothecate that (i) Participant will not sell or otherwise dispose of all such Shares except pursuant to an effective registration statement under the Act and any applicable state securities laws, or any part in a transaction which in the opinion of counsel for the Company, is exempt from such registration, and (ii) a legend will be placed on the certificates for the Shares to such effect. As further conditions to the issuance of the Shares unlessShares, the Participant agrees for himself or herself, and his or her heirs, legatees and legal representatives, prior thereto (a) a registration statement on to such issuance to execute and deliver to the Company such investment representations and warranties, and to take such other actions, as counsel for the Company determines may be necessary or appropriate form for compliance with the Act and any applicable securities laws. Unless otherwise determined by the Board of Directors, the Participant agrees that any certificate representing shares of Common Stock acquired upon exercise of the Option shall bear the following legend: “The shares of Common Stock represented by this certificate are restricted securities as that term is defined under Rule 144 promulgated under the Securities Act with respect to of 1933, as amended (the Shares proposed to “Act”). These shares may not be sold, transferred shall then be effective or (b) disposed of unless they are registered under the Company has received an opinion from counsel reasonably satisfactory to the CompanyAct, or sold in a transaction 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 any applicable state securities laws. Each register Any sale, assignment, exchange, gift, transfer or other disposition of the Common Stock represented by this certificate is subject to the terms and bookconditions of a Non-entry for the Shares shall contain a notationQualified Stock Option Agreement, dated and each certificate (if any) representing the Shares shall have endorsed thereon legends, substantially effective as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUPof __________________ and The Middleton Doll Company 2003 Stock Option Plan.”

Securities Law Restrictions. In addition The Forward Purchase Securities are being offered and sold pursuant to an exemption from the restrictions in Section 5.1registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and can be offered, sold or transferred only pursuant to registration under the Securities Act or an available exemption from registration under the Securities Act. Each Purchaser hereby agrees not to offer, sell, transfer, pledge, hypothecate or otherwise dispose of transfer all or any part of the Shares Forward Purchase Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares such Forward Purchase Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Shares Forward Purchase Securities shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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, SUBJECT TO AN OPINION OF COUNSEL OR SUCH OTHER INFORMATION AS THE COMPANY MAY REQUIRE, AN AVAILABLE 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, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUPLAWS.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the Purchaser The Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Shares Securities shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”

Securities Law Restrictions. In addition to the restrictions in Section 5.1, the 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 (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Forward Purchase Securities, Private Placement Warrants, the 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 (bii) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, 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 under all applicable state securities laws. Each register and book-entry for the Shares shall contain a notation, and each certificate (if any) All certificates representing the Forward Purchase Securities, Private Placement Warrants and the Purchaser Shares shall have endorsed thereon legends, a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 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)COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”