Common use of Certain Legal Restrictions Clause in Contracts

Certain Legal Restrictions. The Corporation is not obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation of any additional shares of Common Stock to the Participant, the Corporation may require the Participant to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will not be liable for refusing to sell or issue any shares if the Corporation cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation to be necessary to lawfully sell or issue such shares. In addition, the Corporation has no obligation to the Participant, express or implied, to list, register or otherwise qualify any of the Participant's shares of Common Stock. The certificate evidencing shares of Common Stock issued to the Participant may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

Certain Legal Restrictions. The Corporation is Company shall not be obligated to sell or issue any shares of Common Stock Units upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies Units shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listedlaws. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock Units to the Participant, the Corporation Company may require the Participant to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares Units if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such sharesUnits. In addition, the Corporation has Company shall have no obligation to the Participant, express or implied, to list, register or otherwise qualify any of the Participant's shares of Common Stock’s Units. The Units issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company’s option, the certificate evidencing shares of Common Stock Units issued to the Participant may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

Certain Legal Restrictions. The Corporation is shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation of any additional shares of Common Stock to the Participant, the Corporation may require the Participant to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will shall not be liable for refusing to sell or issue any shares if the Corporation cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation to be necessary to lawfully sell or issue such shares. In addition, the Corporation has shall have no obligation to the Participant, express or implied, to list, register or otherwise qualify any of the Participant's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Corporation's option, the certificate evidencing shares of Common Stock issued to the Participant may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Any Common Stock issued pursuant to the exercise of Options granted pursuant to this Agreement to a person who would be deemed an officer or director of the Corporation under Rule 16b-3 shall not be transferred until at least six months have elapsed from the date of grant of such Option to the date of disposition of the Common Stock underlying such Option, unless, at the time of transfer, the Participant is not subject to the provisions of Section 16 of the Exchange Act.

Certain Legal Restrictions. The Corporation is shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation of any additional shares of Common Stock to the Participant, the Corporation may require the Participant to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will shall not be liable for refusing to sell or issue any shares if the Corporation cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation to be necessary to lawfully sell or issue such shares. In addition, the Corporation has shall have no obligation to the Participant, express or implied, to list, register or otherwise qualify any of the Participant's ’s shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Corporation’s option, the certificate evidencing shares of Common Stock issued to the Participant may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Any Common Stock issued pursuant to the exercise of Options granted pursuant to this Agreement to a person who would be deemed an officer or director of the Corporation under Rule 16b-3 shall not be transferred until at least six months have elapsed from the date of grant of such Option to the date of disposition of the Common Stock underlying such Option.

Certain Legal Restrictions. The Corporation is Company shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantOptionee, express or implied, to list, register or otherwise qualify any of the ParticipantOptionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the certificate evidencing shares of Common Stock issued to the Participant Optionee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

Certain Legal Restrictions. The Corporation is Company shall not be obligated to sell ---------------------------- or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantOptionee, express or implied, to list, register or otherwise qualify any of the ParticipantOptionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the certificate evidencing shares of Common Stock issued to the Participant Optionee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

Certain Legal Restrictions. The Corporation is shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation of any additional shares of Common Stock to the Participant, the Corporation may require the Participant to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will shall not be liable for refusing to sell or issue any shares if the Corporation cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation to be necessary to lawfully sell or issue such shares. In addition, the Corporation has shall have no obligation to the Participant, express or implied, to list, register or otherwise qualify any of the Participant's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Corporation's option, the certificate evidencing shares of Common Stock issued to the Participant may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Any Common Stock issued pursuant to the exercise of Options granted pursuant to this Agreement to a person who would be deemed an officer or director of the Corporation under Rule 16b-3 shall not be transferred without the prior written consent of the Corporation until at least six months have elapsed from the date of grant of such Option to the date of disposition of the Common Stock underlying such Option, unless, at the time of transfer, the Participant is not subject to the provisions of Section 16 of the Exchange Act.

Certain Legal Restrictions. The Corporation is Company shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantOptionee, express or implied, to list, register or otherwise qualify any of the ParticipantOptionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the certificate evidencing shares of Common Stock issued to the Participant Optionee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Any Common Stock issued pursuant to the exercise of Options granted pursuant to this Agreement to a person who would be deemed an officer or director of the Company under Rule 16b-3 shall not be transferred until at least six months have elapsed from the date of grant of such Option to the date of disposition of the Common Stock underlying such Option.

Certain Legal Restrictions. The Corporation is Company shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantOptionee, express or implied, to list, register or otherwise qualify any of the ParticipantOptionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. The certificate evidencing shares of Common Stock issued to the Participant Optionee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Any Common Stock issued pursuant to the exercise of Options granted pursuant to this Agreement to a person who would be deemed an officer or director of the Company under Rule 16b-3 shall not be transferred until at least six months have elapsed from the date of grant of such Option to the date of disposition of the Common Stock underlying such Option.

Certain Legal Restrictions. The Corporation is (a) Except as provided in the Registration Rights Agreement, Lante shall not have any obligation to ZixIt, express or implied, to list, register or otherwise qualify any of ZixIt's shares of Lante Common Stock. Lante shall not be obligated to sell or issue any shares of Lante Common Stock upon the exercise of the Option unless, in the opinion of counsel for Lante or counsel otherwise unless reasonably acceptable to Lante, the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon or inter-dealer quotation system on which shares of the Lante Common Stock may then be listedlisted or quoted. As a condition to The shares of Lante Common Stock issued upon the exercise of the Option or the sale by the Corporation of any additional shares of Common Stock to the Participant, the Corporation may require the Participant to make such representations and warranties as may not be necessary to assure the availability of an exemption from the registration requirements of transferred except in accordance with applicable federal or state securities laws. The Corporation will not be liable for refusing to sell or issue any shares At Lante's election, if the Corporation canshares of stock issuable upon the exercise of the Option have not obtain authority from been registered under the appropriate regulatory bodies deemed by the Corporation to be necessary to lawfully sell or issue such shares. In additionSecurities Act of 1933, as amended, and applicable state securities laws, the Corporation has no obligation to the Participant, express or implied, to list, register or otherwise qualify any of the Participant's shares of Common Stock. The certificate evidencing shares of Lante Common Stock issued to the Participant ZixIt may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED TRANSFERRED, PLEDGED OR PLEDGED OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.OF

Certain Legal Restrictions. The Corporation is Company shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listedlisted or traded. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantOptionee, express or implied, to list, register or otherwise qualify any of the Participant's Optionee’s shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company’s option, the certificate evidencing shares of Common Stock issued to the Participant Optionee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Any Common Stock issued pursuant to the exercise of Options granted pursuant to this Agreement to a person who would be deemed an officer or director of the Company under Rule 16b-3 shall not be transferred until at least six months have elapsed from the date of grant of such Option to the date of disposition of the Common Stock underlying such Option.

Certain Legal Restrictions. Except as provided in the Registration Rights -------------------------- Agreement, the Company shall not have any obligation to the Optionee, express or implied, to list, register or otherwise qualify any of the Optionee's shares of Company Common Stock. If the shares of stock issuable upon the exercise of the Option have not been registered under the Securities Act of 1933, as amended, and applicable state securities laws, the Company shall not be liable for refusing to issue any shares if the Company cannot obtain authority from the appropriate regulatory bodies deemed by the Company to be necessary to lawfully issue such shares. The Corporation is Company shall not be obligated to sell or issue any shares of Company Common Stock upon the exercise of the Option or otherwise unless unless, in the opinion of counsel for the Company, the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon or inter-dealer quotation system on which shares of the Company Common Stock may then be listedlisted or quoted. If the Optionee desires to exercise the Option with respect to shares that have not been registered under the Securities Act of 1933, as amended, and applicable state securities laws, the Optionee shall notify the Company of its desire to do so, thus affording the Company the opportunity to analyze the securities laws implications of such exercise. As a condition to the exercise of the Option or the sale issuance by the Corporation Company of any additional shares of Company Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations and warranties warranties, covenants and agreements as may be necessary to assure compliance with applicable federal and state securities laws. The shares of Company Common Stock issued upon the availability exercise of an exemption from the registration requirements of Option may not be transferred except in accordance with applicable federal or state securities laws. The Corporation will not be liable for refusing to sell or issue any shares At the Company's election, if the Corporation canshares of stock issuable upon the exercise of the Option have not obtain authority from been registered under the appropriate regulatory bodies deemed by the Corporation to be necessary to lawfully sell or issue such shares. In additionSecurities Act of 1933, as amended, and applicable state securities laws, the Corporation has no obligation to the Participant, express or implied, to list, register or otherwise qualify any of the Participant's shares of Common Stock. The certificate evidencing shares of Company Common Stock issued to the Participant Optionee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED TRANSFERRED, PLEDGED OR PLEDGED OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

Certain Legal Restrictions. The Corporation is Company shall not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless unless, in the opinion of counsel for the Company, the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations representations, warranties, covenants, and warranties agreements as may be necessary to assure the availability of an exemption from the registration requirements of compliance with applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantOptionee, express or implied, to list, register register, or otherwise qualify any of the ParticipantOptionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's election, the certificate evidencing shares of Common Stock issued to the Participant Optionee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED TRANSFERRED, PLEDGED, OR PLEDGED OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Also, if applicable, a legend evidencing any Transfer restrictions imposed by this Agreement may also, at the Company's election, be affixed to the shares of Common Stock issued to the Optionee.

Certain Legal Restrictions. (a) The Corporation is Company shall not be obligated to sell or issue any shares of Common Stock upon the exercise conversion of the Option this Note or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise conversion of the Option this Note or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantHolder, the Corporation Company may require the Participant Holder to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantHolder, express or implied, to list, register or otherwise qualify any of the ParticipantHolder's shares of Common Stock. The shares of Common Stock issued upon the conversion of this Note may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the certificate evidencing shares of Common Stock issued to the Participant Holder may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS.

Certain Legal Restrictions. The Corporation is Company shall not be obligated to sell -------------------------- or issue any shares of Common Stock upon the exercise of the Option or otherwise unless unless, in the opinion of counsel for the Company, the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations representations, warranties, covenants, and warranties agreements as may be necessary to assure the availability of an exemption from the registration requirements of compliance with applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantOptionee, express or implied, to list, register register, or otherwise qualify any of the ParticipantOptionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's election, the certificate evidencing shares of Common Stock issued to the Participant Optionee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED TRANSFERRED, PLEDGED, OR PLEDGED OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Also, if applicable, a legend evidencing any Transfer restrictions imposed by this Agreement may also, at the Company's election, be affixed to the shares of Common Stock issued to the Optionee.

Certain Legal Restrictions. The Corporation is not obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation of any additional shares of Common Stock to the Participant, the Corporation may require the Participant to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will not be liable for refusing to sell or issue any shares if the Corporation cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantGrantee, express or implied, to list, register or otherwise qualify any of the Participant's shares of Common StockShares. The Shares may not be transferred except in accordance with applicable federal or state securities laws. At the Company’s option, the certificate evidencing shares of Common Stock Shares issued to the Participant Grantee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. As a condition to the transfer of the Shares, the Company may require an opinion of counsel, satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933, as amended, or any other applicable securities laws or that such transfer has been registered under federal and all applicable state securities laws. The Company shall be authorized to refrain from delivering or transferring Shares until the Committee has determined that the Grantee has tendered to the Company any federal, state or local tax owed by the Grantee as a result of this Agreement or disposing of any Shares, when the Company has a legal liability to satisfy such tax. The Company shall not be liable to any party for damages due to a delay in the delivery or issuance of any stock certificate for any reason whatsoever.

Certain Legal Restrictions. The Corporation is Company shall not be obligated to ---------------------------- sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company shall have no obligation to the ParticipantOptionee, express or implied, to list, register or otherwise qualify any of the ParticipantOptionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the certificate evidencing shares of Common Stock issued to the Participant Optionee may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Any Common Stock issued pursuant to the exercise of Options granted pursuant to this Agreement to a person who would be deemed an officer or director of the Company under Rule 16b-3 shall not be transferred until at least six months have elapsed from the date of grant of such Option to the date of disposition of the Common Stock underlying such Option.

Certain Legal Restrictions. The Corporation is Company shall not be obligated to sell or issue any shares of Common Stock Units upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies Units shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listedlaws. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock Units to the Participant, the Corporation Company may require the Participant to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation will Company shall not be liable for refusing to sell or issue any shares Units if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such sharesUnits. In addition, the Corporation has Company shall have no obligation to the Participant, express or implied, to list, register or otherwise qualify any of the Participant's shares of Common StockUnits. The Units issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the certificate evidencing shares of Common Stock Units issued to the Participant may be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

Certain Legal Restrictions. The Corporation is Company will not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the issuance and delivery of such shares complies comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities and gaming laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Corporation Company of any additional shares of Common Stock to the ParticipantOptionee, the Corporation Company may require the Participant Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal or state securities laws. The Corporation Company will not be liable for refusing to sell or issue any shares if the Corporation Company cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation Company to be necessary to lawfully sell or issue such shares. In addition, the Corporation has Company will have no obligation to the ParticipantOptionee, express or implied, to list, register or otherwise qualify any of the ParticipantOptionee's shares of Common Stock. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. At the Company's option, the certificate evidencing shares of Common Stock issued to the Participant may Optionee will bear appropriate legends restricting transfer under applicable law. Any Common Stock issued pursuant to the exercise of Options granted pursuant to this Agreement during the Optionee's service as an officer of the Company under Rule 16b-3 will not be legended as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONtransferred until at least six months have elapsed from the date of grant of such Option to the date of disposition of the Common Stock underlying such Option.