Common use of Application of Securities Laws Clause in Contracts

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission and any other regulatory agencies, including any other state securities law commissioners having jurisdiction over Tracker or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant represents, agrees and certifies that if the Participant exercises the Option in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker a written statement to such effect, satisfactory in form and substance to Tracker. (b) The Participant understands that the certificate or certificates representing the Common Stock acquired pursuant to the Option may bear a legend referring to the fact that the Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and has not been qualified under any state securities laws and any limitations under the Securities Act and state securities laws with respect to the transfer of such Common Stock, and Tracker may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 above shall be bound by and obligated under the provisions of this Section 10 to the same extent as is the Participant. (c) The Committee may impose such conditions on an Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective.

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission Commission, the California Department of Corporations and any other regulatory agencies, including any other state securities law commissioners having jurisdiction over Tracker the Company or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant Optionee represents, agrees and certifies that if that: (a) If the Participant Optionee exercises the Option in whole or in partpart at a time when there is not in effect under the Securities Act of 1933, as amended (the "Act"), a registration statement relating to the Common Stock issuable upon exercise and available for delivery to him a prospectus meeting the requirements of Section 10(a)(3) of the Act, the Participant Optionee will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he or she will furnish to Tracker the Company a written statement to such effect, satisfactory in form and substance to Tracker.the Company, which statement also acknowledges that the Option shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer; and (b) If and when the Optionee proposes to publicly offer or sell the Common Stock issued to him upon exercise of the Option, the Optionee will notify the Company prior to any such offering or sale and will abide by the opinion of counsel to the Company as to whether and under what conditions and circumstances, if any, he or she may offer and sell such shares. The Participant Optionee understands that the certificate or certificates representing the Common Stock acquired pursuant to the Option may bear a legend referring to the fact that the Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and has not been qualified under any state securities laws foregoing matters and any limitations under the Securities Act and state securities laws with respect to the transfer of such Common Stock, and Tracker the Company may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 above shall be bound by and obligated under the provisions of this Section 10 9 to the same extent as is the ParticipantOptionee. (c) The Committee may impose such conditions on an Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective.

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission Commission, and any other regulatory agencies, including any other state securities law commissioners agencies having jurisdiction over Tracker the Corporation or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant represents, agrees and certifies that if that: (1) The Participant (A) can bear the Participant exercises economic risk of losing the Option Participant's entire investment in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise Shares; and (B) has adequate means of providing for the purpose of investment Participant's current needs and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker a written statement to such effect, satisfactory in form and substance to Trackerpossible personal contingencies. (b2) The Participant has had an opportunity to ask questions of and receive answers from the Chief Financial Officer and President concerning the terms and conditions of this investment. The Participant has received and reviewed a copy of the Plan. (3) The Participant understands that the certificate or certificates representing Option and the Common Stock acquired pursuant to Shares issuable upon exercise of the Option may bear a legend referring to the fact that the Common Stock has not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities act, in reliance on available exemptions from registration or qualification thereunder, as the case may be, and that the Corporation is relying upon the Participant's representations and warranties herein in availing itself of said exemptions. (4) The Option hereby granted to the Participant is being acquired solely for the Participant's own account for investment purposes, and is not being purchased with a view to or for the purposes of the resale, transfer or other distribution thereof; and the Participant has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, transfer or distribution, and the Participant further agrees that the Option and Common Stock acquired pursuant to the Option will not been qualified under be transferred or distributed without (a) first having presented to the Corporation a written opinion of legal counsel in form and substance satisfactory to the Corporation's counsel indicating the proposed transfer will not be in violation of any of the provisions of the Securities Act and applicable state securities laws and any limitations under the Securities Act rules and state securities laws with respect to regulations promulgated thereunder, or (b) a registration statement covering the transfer resale of such Common StockStock being effective. Finally, and Tracker may impose stop transfer instructions to implement such limitationsthe Participant recognizes that, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 above , a legend reading substantially as follows shall be bound by placed on all certificates representing the Common Stock and obligated under a stop order shall be placed against a transfer of same in accordance with the provisions of this Section 10 to the same extent as is the Participantfollowing legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (c5) The Participant either has a preexisting personal or business relationship with the Corporation or any of its officers, directors or controlling persons, or by reason of the Participant's business or financial experience reasonably can be assumed to have the capacity to protect his or her own interests in connection with acquisition of the Option and exercise thereof. The foregoing representations and warranties are and will be true and accurate as of both the Grant Date and the date of delivery of Common Stock acquired pursuant to the Option and shall survive such delivery. (b) The Committee may impose such conditions on an the Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. , including, without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements, including, without limitation, Rule 16b-3 (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to rule) promulgated by the shares of its Common Stock reserved for issuance Commission pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effectiveSecurities Exchange Act of 1934, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effectiveamended.

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission and any other regulatory agencies, including any other state securities law commissioners having jurisdiction over Tracker SurfNet or such issuance, and any exchanges upon which the Common Stock may be listed, shall will have been fully satisfied. The Participant represents, agrees and certifies that if the Participant exercises the Option in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker SurfNet a written statement to such effect, satisfactory in form and substance to TrackerSurfNet. (b) The Participant understands that the certificate or certificates representing the Common Stock acquired pursuant to the Option may bear a legend referring to the fact that the Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and has not been qualified under any state securities laws and any limitations under the Securities Act and state securities laws with respect to the transfer of such Common Stock, and Tracker SurfNet may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 above shall will be bound by and obligated under the provisions of this Section 10 9 to the same extent as is the Participant. (c) The Committee may impose such conditions on an Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company SurfNet causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shallSurfNet will, within sixty one hundred eighty (60180) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective.

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission and any other regulatory agenciesagency, including any other state securities law commissioners commissioner having jurisdiction over Tracker the Corporation or such issuance, and any exchanges exchange upon which the Common Stock may be is listed, shall have been fully satisfied. The Participant represents, agrees and certifies that if the Participant exercises the Option Option, in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he the Participant will furnish to Tracker the Corporation a written statement to such effect, satisfactory in form and substance to Trackerthe Corporation. (b) The Participant understands that the certificate or certificates certificate(s) representing the Common Stock acquired pursuant to the Option may bear a legend referring to the fact that the Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and has not been qualified under any state securities laws law and any is subject to certain restrictions on transfer and other limitations under the Securities Act and state securities laws with respect to the transfer of such Common Stock, and Tracker the Corporation may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons person(s) entitled to exercise the Option under the provisions of Section 5 6 above shall be bound by and obligated under the provisions of this Section 10 to the same extent as is the Participant. (c) The Committee may impose such conditions on an Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective.

Application of Securities Laws. (a) No shares of Common Stock may be ------------------------------ purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission Commission, the California Department of Corporations and any other regulatory agencies, including any other state securities law commissioners having jurisdiction over Tracker the Company or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant Optionee represents, agrees and certifies that if that: (a) If the Participant Optionee exercises the Option in whole or in partpart at a time when there is not in effect under the Securities Act of 1933, as amended (the "Act"), a registration statement relating to the Common Stock issuable upon exercise and available for delivery to him a prospectus meeting the requirements of Section 10(a)(3) of the Act, the Participant Optionee will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he or she will furnish to Tracker the Company a written statement to such effect, satisfactory in form and substance to Tracker.the Company, which statement also acknowledges that the Option shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer; and (b) If and when the Optionee proposes to publicly offer or sell the Common Stock issued to him upon exercise of the Option, the Optionee will notify the Company prior to any such offering or sale and will abide by the opinion of counsel to the Company as to whether and under what conditions and circumstances, if any, he or she may offer and sell such shares, but such procedure need not be followed if a Prospectus was delivered to the Optionee with the shares of Common Stock and the Common Stock was and is listed on the New York Stock Exchange or the American Stock Exchange. The Participant Optionee understands that the certificate or certificates representing the Common Stock acquired pursuant to the Option may bear a legend referring to the fact that the Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and has not been qualified under any state securities laws foregoing matters and any limitations under the Securities Act and state securities laws with respect to the transfer of such Common Stock, and Tracker the Company may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 above shall be bound by and obligated under the provisions of this Section 10 9 to the same extent as is the ParticipantOptionee. (c) The Committee may impose such conditions on an Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective.

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission Commission, and any other regulatory agencies, including any other state securities law commissioners agencies having jurisdiction over Tracker the Corporation or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant represents, agrees and certifies that if the Participant exercises the Option in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker a written statement to such effect, satisfactory in form and substance to Tracker.: (b1) The Participant understands that the certificate or certificates representing Option and the Common Stock acquired pursuant to shares issuable upon exercise of the Option may bear a legend referring to the fact that the Common Stock has have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities or blue sky law in reliance on available exemptions and that the Corporation is relying upon the Participant's representations and warranties herein in availing itself of said exemptions. (2) The Participant has had a full opportunity to ask questions of and receive answers from the Chief Financial Officer and the President of the Company concerning the terms and conditions of this investment. The Participant has received and reviewed carefully a copy of the Plan. (3) The Participant (a) can bear the economic risk of losing the Participant's entire investment; and (a) has adequate means of providing for the Participant's current needs and possible personal contingencies. (4) The Option hereby granted to the Participant is being acquired solely for the Participant's own account for investment purposes, and is not been qualified under being purchased with a view to or for the purposes of the resale, transfer or other distribution thereof; and the Participant has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, transfer or distribution and the Participant further agrees that the Option and Common Stock acquired pursuant to the exercising of the Option will not be resold, transferred or otherwise distributed without (a) first having presented to the Corporation a written opinion of legal counsel in form and substance satisfactory to the Corporation's counsel indicating the proposed transfer will not be in violation of any of the provisions of the Act and applicable state securities laws and any limitations under the Securities Act rules and state securities laws with respect to regulations promulgated thereunder or (b) a registration statement covering the transfer resale of such Common Stock, and Tracker may impose stop transfer instructions to implement such limitations, if applicableStock being effective. Any person or persons entitled to exercise The Participant recognizes that a legend reading substantially as follows shall be placed on all certificates representing the Common Stock as well as on the Option under the provisions of Section 5 above issued pursuant hereto and a stop order shall be bound by and obligated under the provisions of this Section 10 to the same extent as is the Participant. (c) The Committee may impose such conditions on an Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective.placed

Application of Securities Laws. (a) No shares of Common Stock may be ------------------------------ purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission Commission, the California Department of Corporations and any other regulatory agencies, including any other state securities law commissioners having jurisdiction over Tracker the Company or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant Optionee represents, agrees and certifies that if that: (a) If the Participant Optionee exercises the Option in whole or in partpart at a time when there is not in effect under the Securities Act of 1933, as amended (the "Act"), a registration statement relating to the Common Stock issuable upon exercise and available for delivery to him a prospectus meeting the requirements of Section 10(a)(3) of the Act, the Participant Optionee will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he or she will furnish to Tracker the Company a written statement to such effect, satisfactory in form and substance to Tracker.the Company, which statement also acknowledges that the Option shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer; and (b) If and when the Optionee proposes to publicly offer or sell the Common Stock issued to him upon exercise of the Option, the Optionee will notify the Company prior to any such offering or sale and will abide by the opinion of counsel to the Company as to whether and under what conditions and circumstances, if any, he may offer and sell such shares, but such procedure need not be followed if a Prospectus was delivered to the Optionee with the shares of Common Stock and the Common Stock was and is listed on the New York Stock Exchange or the American Stock Exchange. The Participant Optionee understands that the certificate or certificates representing the Common Stock acquired pursuant to the Option may bear a legend referring to the fact that the Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and has not been qualified under any state securities laws foregoing matters and any limitations under the Securities Act and state securities laws with respect to the transfer of such Common Stock, and Tracker the Company may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 4 above shall be bound by and obligated under the provisions of this Section 10 8 to the same extent as is the ParticipantOptionee. (c) The Committee may impose such conditions on an Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective.

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission Commission, and any other regulatory agencies, including any other state securities law commissioners agencies having jurisdiction over Tracker the Corporation or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant represents, agrees and certifies that if that: (1) The Participant (A) can bear the Participant exercises economic risk of losing the Option Participant's entire investment in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise Shares; and (B) has adequate means of providing for the purpose of investment Participant's current needs and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker a written statement to such effect, satisfactory in form and substance to Trackerpossible personal contingencies. (b2) The Participant has had an opportunity to ask questions of and receive answers from the Chief Financial Officer and President concerning the terms and conditions of this investment. The Participant has received and reviewed a copy of the Plan. (3) The Participant understands that the certificate or certificates representing Option and the Common Stock acquired pursuant to Shares issuable upon exercise of the Option may bear a legend referring to the fact that the Common Stock has not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities act, in reliance on available exemptions from registration or qualification thereunder, as the case may be, and that the Corporation is relying the Participant's representations and warranties herein in availing itself of said exemptions. (4) The Option hereby granted to the Participant is being acquired solely for the Participant's own account for investment purposes, and is not being purchased with a view to or for the purposes of the resale, transfer or other distribution thereof; and the Participant has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, transfer or distribution, and the Participant further agrees that the Option and Common Stock acquired pursuant to the Option will not been qualified under be transferred or distributed without (a) first having presented to the Corporation a written opinion of legal counsel in form and substance satisfactory to the Corporation's counsel indicating the proposed transfer will not be in violation of any of the provisions of the Securities Act and applicable state securities laws and any limitations under the Securities Act rules and state securities laws with respect to regulations promulgated thereunder, or (b) a registration statement covering the transfer resale of such Common StockStock being effective. Finally, and Tracker may impose stop transfer instructions to implement such limitationsthe Participant recognizes that, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 above , a legend reading substantially as follows shall be bound by placed on all certificates representing the Common Stock and obligated under a stop order shall be placed against a transfer of same in accordance with the provisions of this Section 10 to the same extent as is the Participantfollowing legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (c5) The Participant either has a preexisting personal or business relationship with the Corporation or any of its officers, directors or controlling persons, or by reason of the Participant's business or financial experience reasonably can be assumed to have the capacity to protect his or her own interests in connection with acquisition of the Option and exercise thereof. The foregoing representations and warranties are and will be true and accurate as of both the Grant Date and the date of delivery of Common Stock acquired pursuant to the Option and shall survive such delivery. (b) The Committee may impose such conditions on an the Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. , including, without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements, including, without limitation, Rule 16b-3 (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to rule) promulgated by the shares of its Common Stock reserved for issuance Commission pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effectiveSecurities Exchange Act of 1934, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effectiveamended.

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission and any other regulatory agencies, including any other state securities law commissioners having jurisdiction over Tracker SurfNet or such issuance, and any exchanges upon which the Common Stock may be listed, shall will have been fully satisfied. The Participant represents, agrees and certifies that if the Participant exercises the Option in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker SurfNet a written statement to such effect, satisfactory in form and substance to TrackerSurfNet. (b) The Participant understands that the certificate or certificates representing the Common Stock acquired pursuant to the Option may bear a legend referring to the fact that the Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and has not been qualified under any state securities laws and any limitations under the Securities Act and state securities laws with respect to the transfer of such Common Stock, and Tracker SurfNet may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 4 above shall will be bound by and obligated under the provisions of this Section 10 7 to the same extent as is the Participant. (c) The Committee may impose such conditions on an Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company SurfNet causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shallSurfNet will, within sixty one hundred eighty (60180) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective.

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission Commission, and any other regulatory agencies, including any other state securities law commissioners agencies having jurisdiction over Tracker the Corporation or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant represents, agrees and certifies that if the Participant exercises the Option in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker a written statement to such effect, satisfactory in form and substance to Tracker.: (b1) The Participant understands that the certificate or certificates representing Option and the Common Stock acquired pursuant to shares issuable upon exercise of the Option may bear a legend referring to the fact that the Common Stock has have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities or blue sky law in reliance on available exemptions and that the Corporation is relying upon the Participant's representations and warranties herein in availing itself of said exemptions. (2) The Participant has had a full opportunity to ask questions of and receive answers from the Chief Financial Officer and the President of the Corporation concerning the terms and conditions of this investment. The Participant has received and reviewed carefully a copy of the Plan. (3) The Participant (a) can bear the economic risk of losing the Participant's entire investment; and (a) has adequate means of providing for the Participant's current needs and possible personal contingencies. (4) The Option hereby granted to the Participant is being acquired solely for the Participant's own account for investment purposes, and is not been qualified under being purchased with a view to or for the purposes of the resale, transfer or other distribution thereof; and the Participant has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, transfer or distribution and the Participant further agrees that the Option and Common Stock acquired pursuant to the exercising of the Option will not be resold, transferred or otherwise distributed without (a) first having presented to the Corporation a written opinion of legal counsel in form and substance satisfactory to the Corporation's counsel indicating the proposed transfer will not be in violation of any of the provisions of the Act and applicable state securities laws and any limitations under the Securities Act rules and state securities laws with respect to regulations promulgated thereunder or (b) a registration statement covering the transfer resale of such Common Stock, and Tracker may impose stop transfer instructions to implement such limitations, if applicableStock being effective. Any person or persons entitled to exercise The Participant recognizes that a legend reading substantially as follows shall be placed on all certificates representing the Common Stock as well as on the Option under the provisions of Section 5 above issued pursuant hereto and a stop order shall be bound by and obligated under placed in the provisions stock register of this Section 10 to the Corporation against a transfer of same extent as is in accordance with the Participantfollowing legend: THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. (c5) The Committee may impose such conditions on an Option Participant either has a preexisting personal or on its exercise business relationship with the Corporation or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stockofficers, the Company shalldirectors or controlling persons, within sixty (60) calendar days or by reason of the effective date Participant's business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Corporation or any affiliated or selling agent, directly or indirectly, can be reasonably assumed to have the capacity to protect his own interests in connection with acquisition of the Registration prepare Option and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares of its Common Stock reserved for issuance pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effective, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effectiveexercise thereof.

Application of Securities Laws. (aA) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission Commission, and any other regulatory agencies, including any other state securities law commissioners agencies having jurisdiction over Tracker the Corporation or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant represents, agrees and certifies that if the Participant exercises the Option in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise for the purpose of investment and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker a written statement to such effect, satisfactory in form and substance to Tracker.: (b1) The Participant understands that the certificate or certificates representing Option and the Common Stock acquired pursuant to shares issuable upon exercise of the Option may bear a legend referring to the fact that the Common Stock has have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities or blue sky law in reliance on available exemptions and that the Corporation is relying upon the Participant's representations and warranties herein in availing itself of said exemptions. (2) The Participant has had a full opportunity to ask questions of and receive answers from the Chief Financial Officer and the President of the Company concerning the terms and conditions of this investment. The Participant has received and reviewed carefully a copy of the Plan. (3) The Participant (A) can bear the economic risk of losing the Participant's entire investment; and (B) has adequate means of providing for the Participant's current needs and possible personal contingencies. (4) The Option hereby granted to the Participant is being acquired solely for the Participant's own account for investment purposes, and is not been qualified under being purchased with a view to or for the purposes of the resale, transfer or other distribution thereof; and the Participant has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, transfer or distribution and the Participant further agrees that the Option and Common Stock acquired pursuant to the exercising of the Option will not be resold, transferred or otherwise distributed without (a) first having presented to the Corporation a written opinion of legal counsel in form and substance satisfactory to the Corporation's counsel indicating the proposed transfer will not be in violation of any of the provisions of the Act and applicable state securities laws and any limitations under the Securities Act rules and state securities laws with respect to regulations promulgated thereunder or (b) a registration statement covering the transfer resale of such Common Stock, and Tracker may impose stop transfer instructions to implement such limitations, if applicableStock being effective. Any person or persons entitled to exercise The Participant recognizes that a legend reading substantially as follows shall be placed on all certificates representing the Common Stock as well as on the Option under the provisions of Section 5 above issued pursuant hereto and a stop order shall be bound by and obligated under placed in the provisions stock register of this Section 10 to the Corporation against a transfer of same extent as is in accordance with the Participantfollowing legend: THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. (c5) The Committee may impose such conditions on an Option Participant either has a preexisting personal or on its exercise business relationship with the Corporation or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stockofficers, the Company shalldirectors or controlling persons, within sixty (60) calendar days or by reason of the effective Participant's business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Corporation or any affiliated or selling agent, directly or indirectly, can be reasonably assumed to have the capacity to protect his own interests in connection with acquisition of the Option and exercise thereof. The foregoing representations and warranties are true and accurate as of the Award Date and of the date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to the shares delivery of its Common Stock reserved for issuance acquired pursuant to the Plan Option and use its reasonable commercial efforts to cause shall survive such registration statement to become effectivedate and such delivery. If, in any respect, such representations and prepare warranties shall not be true and file with accurate as of any of the Securities and Exchange Commission such amendments and supplements to such registration statement and foregoing dates, the prospectus used in connection therewith as may be necessary to keep such registration statement effective.Participant shall give written notice of

Application of Securities Laws. (a) No shares of Common Stock may be purchased pursuant to the Option unless and until any then applicable requirements of the Securities and Exchange Commission Commission, and any other regulatory agencies, including any other state securities law commissioners agencies having jurisdiction over Tracker the Corporation or such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully satisfied. The Participant represents, agrees and certifies that if that: (1) The Participant (A) can bear the Participant exercises economic risk of losing the Option Participant's entire investment in whole or in part, the Participant will acquire the Common Stock issuable upon such exercise Shares; and (B) has adequate means of providing for the purpose of investment Participant's current needs and not with a view to resale or distribution and that, as a condition to each such exercise, he will furnish to Tracker a written statement to such effect, satisfactory in form and substance to Trackerpossible personal contingencies. (b2) The Participant has had an opportunity to ask questions of and receive answers from the Chief Financial Officer and President concerning the terms and conditions of this investment. The Participant has received and reviewed a copy of the Plan. (3) The Participant understands that the certificate or certificates representing Option and the Common Stock acquired pursuant to Shares issuable upon exercise of the Option may bear a legend referring to the fact that the Common Stock has have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities act, in reliance on available exemptions from registration or qualification thereunder, as the case may be, and that the Corporation is relying upon the Participant's representations and warranties herein in availing itself of said exemptions. (4) The Option hereby granted to the Participant is being acquired solely for the Participant's own account for investment purposes, and is not being purchased with a view to or for the purposes of the resale, transfer or other distribution thereof; and the Participant has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, transfer or distribution, and the Participant further agrees that the Option and Common Stock acquired pursuant to the Option will not been qualified under be transferred or distributed without (a) first having presented to the Corporation a written opinion of legal counsel in form and substance satisfactory to the Corporation's counsel indicating the proposed transfer will not be in violation of any of the provisions of the Securities Act and applicable state securities laws and any limitations under the Securities Act rules and state securities laws with respect to regulations promulgated thereunder, or (b) a registration statement covering the transfer resale of such Common StockStock being effective. Finally, and Tracker may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise the Option under the provisions of Section 5 above Participant recognizes that a legend reading substantially as follows shall be bound by placed on all certificates representing the Common Stock and obligated under a stop order shall be placed against a transfer of same in accordance with the provisions of this Section 10 to the same extent as is the Participantfollowing legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (c5) The Participant either has a preexisting personal or business relationship with the Corporation or any of its officers, directors or controlling persons, or by reason of the Participant's business or financial experience reasonably can be assumed to have the capacity to protect his or her own interests in connection with acquisition of the Option and exercise thereof. The foregoing representations and warranties are and will be true and accurate as of both the Grant Date and the date of delivery of Common Stock acquired pursuant to the Option and shall survive such delivery. (b) The Committee may impose such conditions on an the Option or on its exercise or acceleration or on the payment of any withholding obligation (including without limitation restricting the time of exercise to specified periods) as may be required to satisfy applicable regulatory requirements. , including, without limitation, Rule 16b-3 (d) If at any time prior to the Expiration Date, the Company causes a registration statement ("Registration") under the Securities Act to become effective with respect to any shares of its Common Stock, the Company shall, within sixty (60) calendar days of the effective date of the Registration prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 or any successor or similar forms with respect to rule) promulgated by the shares of its Common Stock reserved for issuance Commission pursuant to the Plan and use its reasonable commercial efforts to cause such registration statement to become effectiveSecurities Exchange Act of 1934, and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effectiveamended.